The Amazing Spider-Man 2
by AmacLucky13
Summary: My version of the next movie based off recent pictures and my own imagination. Please check it out and post a review! :) Summary: Peter and Gwen must now figure out what happens next with senior year drawing to close and when his father's past begins to haunt him again. New enemies emerge, old friends resurface, and more questions are raised about his past. Second story posted!
1. One

One

Gwen Stacy could hear rain pelting the window as she woke. She gently turned off her alarm clock staring out the window absentmindedly. She didn't know exactly what she was looking at through her window whether it was the dreary day, the rain, or her empty fire escape. It had been a few days since the horrible incident at Oscorp Towers. Everything was beginning to be rebuilt, people were returning home, and everything was getting back to normal. As far as Gwen knew there had been few lives lost including her father.

Gwen would've added Peter to list of the deceased had he not sent her a text the morning after letting her know he was still alive but he couldn't come see her because of his wounds. The text had been sent in the middle of the night but she never heard her phone go off. She hadn't even been in the same room as her phone for the entire night. Gwen had gotten the news of her father's death only mere minutes after the police found him on the roof. They sent someone over immediately to inform his family. Gwen could still see the horrible look on her mother's face when the officer explained he hadn't made it. Everything else the officer said was lost on all of them. Her youngest brother Simon was asleep when the news came but Howard and Phillip were awake watching the news when Gwen was dropped off. It was barely an hour later when the news came. In an instant she watched her family completely break down unable to cope with this horrible news. She consoled Phillip until he managed to fall asleep on the couch with his head in Gwen's lap.

Her brother Howard was a shoulder for her mother to cry on as they continued watching the news well into the night. She had barely gotten any sleep along with her brothers and mother once they did it was fitful at best. Gwen had gotten the least amount of sleep out of all of them because she was far more concerned with watching the news than getting some rest. She was hoping for some word on Spider-Man. She wanted to know Peter was alright. She needed to know he was alright after the news she received about her father. However, none of the reporters knew anything about Spider-Man other than if he had dead he was nowhere to be found as there was only two people on the roof when the police made it to the top of the Tower.

Gwen had thought about getting her phone to text Peter but Phillip woke up if she tried to remove him from her lap so she remained on the couch until morning when her youngest brother strolled in the room rubbing his eyes. He looked so cute and innocent in his pajamas they all broke down again because they knew he didn't know that his father would never tuck him in again. Gwen remembered Howard sitting up and looking around the room trying to figure out how they were going to tell him. Gwen was the first to move as her brother sensed the tension in the room.

"What's going on?" He asked. "Why are you all in the living room?"

"Simon," Gwen kneeled in front of him. She had changed from her clothes she had been wearing yesterday into something more comfortable. She had stolen one of Peter's sweatshirts and was wearing it now because it smelled like him making her feel like he was there with her still. "Did you tell Daddy that you loved him yesterday?"

Simon thought it over for a moment. "Yes, before I left for school."

"Did he tell you he loved you?" Gwen asked softly. She felt tears prick her eyes. "Do you remember yesterday morning before he left?"

"Yes," Simon nodded. "Why?"

"Hold on to that memory." Gwen said softly. "Because there's something important we have to tell you."

"What is it?" Simon asked softly.

Gwen knew her brothers all of them seemed so much older than they really were but that was how they were raised. They took responsibility for things, they all acted like adults, and sometimes it made it easy to forget how young her brothers were. Looking into Simon's eyes now she could see just how young her brother really was and how much it would hurt him.

"Daddy is gone." Gwen said softly. There were sniffles behind her. Gwen watched as her brother took in the scene around him. Most of them were wearing the same clothes they were wearing yesterday. All of them were in the living room with tearstained cheeks watching the news. It looked like they had been here all night. "He died trying to save the city."

"When?" Simon asked his lip quivering.

"Last night," Gwen answered.

"Why did you want me to remember yesterday morning?" Simon asked.

"Because you should never forget simple things like that." Gwen said softly. "You should remember all of the things dad did for us."

After that Gwen retreated to her room which is when she found the message from Peter letting her know he was still alive. She sent him a message back but she never got a reply from him. She figured he was sleeping the fight off while trying to heal. Gwen hoped she would see him at some point today though.

Today was her father's funeral.

She sent Peter a message letting him know about the funeral but there again was no answer. She found it odd how she hadn't seen him. She hoped his injuries weren't worse than what she's managed to gather through the news. Gwen has managed to piece together enough information to figure out what happened while she was trying to make an antidote while staying alive. She saw Peter had been making his way to Oscorp when he was intercepted by the police presumably her father since he must have seen Peter before arriving at Oscorp with the knowledge of who he really was. She learned Peter had managed to take out most of the police before her own father pulled a gun on him. According to most people online and the news no one had any clue as to why Captain Stacy who had been so hell-bent on capturing Spider-Man suddenly let him go even instructing his men to hold their fire. Gwen ventured a guess to say Peter told her father she was in danger which is why her father showed up at Oscorp at all.

Gwen also knew Peter had been shot though she wasn't sure how badly it affected him. She knew it was what slowed him down on his way to her but she didn't know how quickly he could heal because according to reports he seemed fine afterwards. Everything about what happened on the Tower though was sketchy at best. Dr. Connors confessed to killing her father and that Spider-Man had stopped him from releasing a toxin instead Spider-Man released an antidote which she made but no one knew that. Gwen also knew Spider-Man had not been on the Tower when they arrived or at least she's sure they didn't think he was there.

Gwen didn't really care in how the fight went or how her father's death happened. All she knew was that her father was no longer in her life it didn't matter the how or why to her. It wouldn't return him to her. She sighed as she laid in bed dreading what lay ahead of her today. Today they would put her father six feet beneath the Earth. Today would make everything seem so much more real. Gwen watched the rain as it continued to hit the window. It was the only sound she could hear in the apartment. There was a small clinking noise in the kitchen but Gwen assumed it was just her mother pouring herself a cup of coffee just as she did every morning. Gwen didn't want to get out of the bed. Gwen couldn't remember the last time she hadn't wanted to get out of bed so badly.

She hugged Peter's sweatshirt even tighter wishing it was him here instead wrapping his arms around her holding her close. She needed to lose herself in his embrace. She needed him as an escape right now because without him all she had was reality. She needed to lose it even if it was just for a moment that this crushing weight would disappear it would help. With Peter here she wouldn't feel so alone. For right now the smell of his sweatshirt helped as it eased the tension in her frame relaxing her.

With a sigh she threw off her comforter leaving the sweatshirt in her bed because she knew she would have the real thing soon enough. She dressed somberly in the clothes she had laid out last night for today. She carefully put her hair into a ponytail. She grabbed her coat, an umbrella, and gloves before she left her room. Howard was already in the living room in a black suit. He just finished with his tie when he saw his elder sister enter the room. Gwen smiled warmly at her brother resting a hand on his shoulder from behind the couch. He smiled back but both knew their smiles were empty. They both could hear their mother rummaging through the kitchen trying to keep busy so she wouldn't fall apart on them. Phillip entered the room next with his tie on somewhat crooked. Phillip walked sadly over to his eldest brother before sitting on the coffee table.

"Dad always fixed my ties for me." He said sadly.

Howard pulled his little brother in front of him sitting him down on the coffee table. Gwen came around the couch to sit on the table by her little brother. She placed an arm around his shoulder as Howard fixed his tie for him. Gwen saw tears roll down her little brother's cheeks as Howard took their father's role fixing his tie for him. Gwen gently wiped them away as she saw her youngest brother come into the room. He had his whole suit on but his tie. Howard, Gwen, and Phillip knew their father still tied Simon's tie whenever he needed to put one on. Gwen waved him forward patting the couch in front of her for him to sit down on. Simon had tears in his own eyes as he sat down in front of his sister. She carefully and slowly tied the tie for Simon making sure it was just right before she smiled at her brother as best as she could. She could feel tears in her own eyes as she opened her arms to hug her brother who looked ready to cry.

None of them noticed their mother standing in the kitchen doorway with tears slowly rolling down her cheeks as she watched her family pull together. She couldn't have been prouder of Gwen or Howard if she tried the way both of them were pulling through for their younger siblings. They had always been good to them but this took the cake. They were doing something small like hugging them or fixing their clothes but they were doing it together. They weren't turning on each other because they were sad instead they were turning to each other. She took a deep breath wiped her tearstained cheeks and joined her wonderful children in the living room. She sat down between Howard and Simon on the couch and pulled them all into a hug.

After a few more minutes they gathered themselves up and went downstairs. There were a few dozen policemen waiting with a car to take them to the church. With heavy hearts they got in and were silent the whole way.

* * *

The ceremony was a somber event. No one spoke or moved during the rifles or the speeches. Everyone who got up to speak only had wonderful things to say. Some people spoke about George Stacy's character. Others spoke about his morals. The policemen who gave speeches were the best by far from what Gwen thought about everyone who had spoke. The policemen talked about how hard it was working under him but they never once questioned his motives because they knew he would always do what was right. They respected him. They trusted him. None of them doubted his decisions. Some of them told funny stories in remembrance breaking the tension in the building but only for a few fleeting moments.

For a while though Gwen had a hard time concentrating on what anyone was saying up on stage because she was too busy scanning the crowd looking for a familiar face. She kept turning around to look at the door waiting to see if he would come through late with some silly excuse. She wondered if there was an issue somewhere he was tending to. Before she took her seat she sent him a text message asking him where he was but she got no response throughout the entire ceremony. Gwen frowned at the door wondering where her bug of a boyfriend had gotten to. She hoped he was alright. She couldn't take it if she lost her father and then something happened to Peter in the same week. The more she stared at the door as the ceremony begin to come to a close the more concerned she got for the safety of Peter. The city had been relatively quiet crime wise over the last few days but now would probably be a perfect time for someone to perform something illegal. Almost every cop in New York was here for this funeral. She wouldn't be surprised if Peter was taking over for them for the funeral but she was surprised he wouldn't be there for her.

She wanted him here. She needed him here. She needed a shoulder to lean on. Gwen was afraid that if she broke down around her own family it would completely fall apart. With Peter she knew she would be able to lean on him and he would just be there to wipe away her tears. He would hold her until she felt better whenever that may be. She couldn't believe he wouldn't come.

After the ceremony came to a close everyone was to return to the cars to drive her father's casket through the city one last time before he was brought to the cemetery for his final resting place. Gwen went out separately from her family who stayed behind to talk to a few police officers. Instead Gwen took her umbrella and followed many of the others outside into the pouring rain. She managed to make it down the church steps before she felt like someone was staring at her. Gwen continued walking away from the church until she felt such an overwhelming desire to look up. Gwen moved her umbrella out of the way to look up at buildings surrounded the church. She knew what it felt like when she caught Peter staring at her during class or when they were supposed to be studying together or when she was cleaning his wounds. It gave her chills. She felt like he was looking through her straight into her soul. It felt like he was opening his own soul for her to look at when he did so. She could've sworn she felt him staring at her.

Gwen carefully looked over the rooftop of every single building hoping she would see him there watching over everyone but she saw no one there. The roof tops were completely empty. Despite the hundreds of people who gathered to honor her father and to support her and her family she felt completely alone.

Gwen and her family drove slowly through the city feeling dread welling up in all of them because this was final now. It gave so much reality to what had happened. They would never see their father again. He would never hug them. Kiss them. Tell them what to do. He would never walk through the door after work again. He would never tease any of them again. He wouldn't be there to remind them how important it is to follow the rules and to do good with their lives. He would never tell them they could be absolutely anything they wanted to be again. Most of all he wouldn't be there for the most important days of their lives. He wouldn't be there for their graduations. He wouldn't be there for them getting married, having kids, and getting older. He would miss everything.

The weight of it sunk in on the drive through New York. Gwen kept her eyes forward determined not to look out the window and up at the sky. Peter wasn't coming. That was clear. What wasn't clear was the why.

Peter wasn't responsible for their father's death. Their father was. He choose to be a police officer, he choose to go up on that roof, he choose to help Peter, and he choose to put his life on the line to protect everyone. Peter never asked him to. She didn't think it was the guilt of his death weighing down her boyfriend. But she also didn't know what weighing him down either. The worst part of it all was the wondering and the fact that it was making other people start to wonder too.

"Where was Peter?" Her mother asked. "I didn't see him inside."

"I don't know," Gwen whispered.

Her mother looked like she wanted to say something else but she didn't. Gwen was thankful because she didn't know why Peter wasn't there and she didn't want to discuss getting stood up by her boyfriend at her father's funeral with her grieving mother right now. Her brothers seemed to also want to say something but they just stared at their sister instead hoping she was alright. As they knew she probably wanted Peter around. He had been all she talked about for days on end when they first started dating and even after the spat at dinner as Gwen did her best to try and change her father's opinion of him. Gwen never thought his opinion of Peter would change when he found out he was the one running around in tights helping people.

After everything was all said and done they returned to their home later on that afternoon tired and depressed. Their mother prepared some of the food that was left for them but none of them were very hungry so they picked at their plates. No one looked up from their dishes as they ate either because no one wanted to look at the empty chair at the end of the table. Instead they stared at their plates and once they were done they placed them into the sink before going off to do their own things. Howard sat in the living room with a book in his lap. Their mother remained in the kitchen for a while cleaning and organizing all the food in the fridge. Phillip and Simon went to their own rooms. When Gwen checked on each of them she found Phillip had his headphones in and was reading a comic book on his bed. Simon had his own little TV on in his room and was playing with his toys.

Gwen stayed in her own room for half an hour before she couldn't take it anymore. She had been sitting at her desk the entire time still staring out the window at the fire escape. After half an hour passed she picked up her phone and called Peter's cell phone but again there was no answer. She was tired of whatever this was changed from her clothes she had worn to the funeral and grabbed her coat. She wanted to know what was wrong with Peter and where he had been so she was going to find him. She told her mother she wanted to get out of the house for a little while to which her mother agreed only telling her to take a coat and umbrella with her along with a 'be careful' and an 'I love you' two sayings which were quickly becoming a staple in their home.

Gwen knew where Peter lived he had told her before where he lived. She took a cab to the address Peter had given her what seemed so long ago now after everything that happened. Their time together seemed so far away in her mind. It was locked in a part of her mind before pain overtook her life. It was the happiest time in her entire life. She never felt more alive than she was with Peter. She had never been very into the dating thing before she met Peter. She remembered what had brought on her interest in dating not just the cute boy who had gotten beaten up trying to defend some kid against Flash. Her mother had asked her a few days after the little incident with Flash if there was anyone she was interested in this year. Her mother asked this question every year at the same time with usually the same results, a no from her, and her father telling her mother not to bug her about it. She knew her father had always been thrilled she didn't date very much.

This year was different though, she remembered, because she didn't answer with her usual no instead she had looked down blushing as she helped her mother and father in the kitchen. Her father who hadn't been looking at her told her mother the usual to not bother her about boys. Her mother on the other hand had noticed her blushing without answering and nudged her.

"Who is he?" Her mother had asked.

Gwen remembered how quickly they both had her father's attention. He spun around to look at both of them curiously as he realized his daughter hadn't actually answered her mother's question. He saw the blush and guilty look on her face as she realized she was caught. He frowned, thinking someone had finally caught his daughter's eye. He was beginning to think he was going to get lucky and wouldn't happen until she had moved out, apparently he was wrong.

"Come on, tell me." Her mother prodded. "Who is he?"

"It's nothing," Gwen said.

"Nothing doesn't make a girl blush like that," her mother teased. "Now tell me who he is. I want to know everything about this boy!"

"Peter," Gwen answered softly. "His name is Peter."

Gwen watched as her mother grinned excitedly urging her to tell her more about this boy named Peter. She had to wonder whether or not her mother was more excited about it than she was. Gwen hadn't felt this way before not about anyone, not even her first kiss, or her first crush. It was like every time she thought about Peter her insides just turned to mush and she couldn't help the smile that would spread across her face. She knew that she wasn't going to be able to avoid her mother's questions. While her father may have been dreading her first real boyfriend or real crush as it stands right now her mother hadn't been able to wait patiently enough.

"What else?" Her mother questioned.

"He's in most of my classes," Gwen elaborated. She could see her father listening intently. "He's second in my class."

"So he's a senior as well?" Her mother asked. "Have you talked to him? Or is this more of a crush from afar sort of thing?"

"Yes, he's a senior too." Gwen answered, trying not to smile. "I have talked to him, mom. I'm not a stalker."

"When did you talk to him?" Her mother asked. "Come on tell me everything."

Gwen smiled softly giving up. "I talked to him a few days ago, after he got had gotten beat up by the school bully. He-"

"He got into a fight?" Her father finally spoke up. Her mother frowned shushing him asking Gwen to continue as she realized there was more Gwen had been trying to say when her father interrupted. Gwen shook her head at her father.

"He didn't get into a fight," she clarified. "The school bully was tormenting someone and Peter tried to stop him. He ended up getting beaten up when the school bully decided to go after Peter instead. Peter didn't even take a swing at him from what I saw. It was Flash, the guy I tutor every week. I stopped the fight and when I got to class I spoke to Peter."

"Nothing wrong with that, right George?" Her mother asked pointedly. "Sounds like Peter was just trying to help someone and ended up getting hurt. Was he alright?"

Gwen remembered she filled in her mother the rest of the story and what she had said to Peter before class began. Her father reminded her that wasn't allowed to go on a date with someone until they've met him first. Her mother only saw it as an opportunity to tell her daughter to feel free to invite him over whenever she felt it was the right time. They would be more than happy to meet anyone Gwen was interested in. Her mother asked at least once a week afterwards about Peter wanting to know if there were any new developments. There was only one time Gwen remembered she offered up information about Peter without prompting from her parents. It was after his uncle had died. Gwen had told her mother what happened wondering what she should do. Her mother told her to do whatever had felt right when she saw him next. The next time Gwen saw Peter she hugged him in the hallway doing her best to offer support.

Gwen took a deep breath trying to brace herself for whatever she was going to find when she finally got to Peter.

* * *

As Gwen left the porch of Peter's house she had mixed feelings about what had just come from her conversation with Peter her now ex-boyfriend. She didn't know what to think. Figuring out that it was her father's request Peter stay away from her had been easy to put together. She had guessed by Peter's small actions on the porch. Gwen felt it in his touch as he had wiped away her tears and moved closer to her as she had to him. For a brief moment it looked like he was going to break down and hold her in his arms to take away the pain but he stopped himself. Almost like he had to remind himself of what he was supposed to be doing. She had seen it in his eyes. There was pain there as he told her he couldn't do this anymore, that he couldn't see her anymore. She could see in his eyes it was the last thing he wanted to do. He didn't want to send her away anymore than she wanted to be sent away. She knew it wasn't his decision to break up with her.

Her father wanted her to be safe after he was gone and being with Peter wasn't safe in any way shape or form. Peter was Spider-Man. He had enemies now and some of them were going to stop at nothing to hurt him. They would use her to get to him if they found out who he was. Something Dr. Connors had managed to do, something her father had done, and they wouldn't be the last to know. Being with Peter even if he was normal would be dangerous because she knew he had the power to break her heart. She was truly in love with him and nothing was going to change that any time soon.

Gwen although didn't feel safe as she walked down the stairs away from Peter. She felt cold and even more alone than she had before. Peter could understand what she was going through. He had lost two fathers as far as Peter or she was concerned. If anyone could relate to what she was feeling it was him.

Then there was one more thing that bothered her something she didn't want to feel. She felt anger and resentment building towards her father. He made this choice without her. He told Peter to leave her alone so she would be safe without her. She knew there probably wasn't a whole lot of time to talk about it but she didn't care. It was his place to decide who could or couldn't be in her life. It should be up to her whether or not she puts her life on the line for her boyfriend because it's her life. She didn't want to be angry with her father right now because he was gone. His dying wish was for her protection. But the anger remained. She had lost her father. And now she had lost Peter. Her father's death was a devastating blow but losing Peter on top of that was making it all seem worse. Even in those few minutes on the porch she didn't feel like everyone was looking at her in pity. Peter looked at her with understanding. No one else could possibly imagine the pain she and her family were going through but Peter could because he had been there himself.

Her father had managed to rip away the only person who wasn't making her feel even worse, the one person who could make it better, and make his death ten times worse than it had been. The hole she felt where her father had been widened to include the hole losing Peter had made. She felt empty inside right now. She took a deep breath though and trudged on.

Gwen kept herself focused on moving and getting home because if she didn't she was going to go back to Peter's and demand to know what gave him the right to decide anything about her life without her. She wanted to go back and demand he break his promise to her father but she knew it would be wrong to ask Peter to do that. If Peter wanted to break his promise than he would have to come to her because she wasn't going to ask him to break his promise to her father it would be his choice. She hoped he would change his mind because she wanted him around. She didn't want to go back to how it was before she got to know Peter. She couldn't even begin to remember what it was like before she had him randomly dropping in on her. She couldn't remember what it was like before she knew what it felt like to kiss him, hold him, and to be held by him.

She wanted to be with him. She didn't care about the danger. Gwen knew she was completely in love with him and it was wrong to deny those feelings. Without him around she felt empty. She felt like she was missing something. It was awful without him.

* * *

**A.N. Thank you for reading this! Please, let me know if you want anymore to this story. REVIEW. Please! **

**Good or bad reviews are more than welcome just don't be rude about it, that's all I ask. I'm looking for feedback as a future writer so I like to try my hand at all sorts of different types of stories. So, please review, I really appreciate it! :) **

**So, thank you once again for taking the time to read this! **


	2. Two

**A.N. Don't forget to review, please. I really appreciate all feedback. :)**

* * *

Two

Days passed.

Gwen managed to fall into a somewhat normal routine with her family. Everything functions the same way it always had with her family except her father was no longer around to be with them. It made doing simple every day things sadder but they trudged on. Her mother had a large sum of money divided amongst the family for when they were older or in case of emergencies. It was her father's life insurance which was more than enough to take care of all of them for the rest of their lives without question. Thankfully, it allowed her mother to continue working the same hours she always had so she could continue picking up her youngest children from school. It kept a routine for her brothers. Stability they all so desperately needed.

Her situation with Peter, however, didn't change and the two of them fell into a routine as well. Neither one of them spoke to or looked at the other throughout the entire school day. They avoided each other in the halls and never made eye contact during any of their classes. Gwen didn't know what to think about her now ex-boyfriend or how to act around him. What was she supposed to do?

She didn't know if she was supposed to speak to him. Apparently, it seemed if she even bothered to acknowledge his existence she would be in grave danger. So, she did her best to pretend Peter wasn't there but she soon found it easier said than done. Gwen realized just how hard it was when Peter showed up to school with new bruises on his face and hands. He looked beyond tired with dark circles underneath his eyes. All she had wanted to do was go up to him and ask if he was alright. She wanted to know who had hurt him. She wanted to make him feel better and look at the wounds herself to make sure they were healing properly. But Gwen couldn't do that. She wasn't allowed to be a loving girlfriend to him. She was forced to sit and wonder what happened to him. She was forced to not care about his health; to pretend it didn't matter to her or else his enemies would use it against him.

Gwen felt like it was the hardest thing in the world to see him suffering or in pain unable to help him. She wanted him to drop by her fire escape asking if she would bandage his wounds instead. She wanted him to send her a text letting her know he was home safely and she could sleep through the night without worrying about him. Instead she had to watch the news every night to make sure there wasn't anything about Spider-Man dying. She would instead wait anxiously every morning at school until he arrived and only then would the knot her stomach had managed to tie itself into dissipated.

When she heard Flash talking to Peter down the hall at Peter's locker she couldn't help but glance over at him. She wanted to make sure Flash hadn't suddenly decided beating up on Peter was his favorite thing to do again. After what happened in the gym both of them seemed to have some sort of truce going. Gwen had liked it because it was one less person she had to worry about trying to beat up on Peter. Once she noted Flash was teasing Peter she turned away returning her attention to her book and locker. After all showing she cared for Peter still would be very, very bad. Instead she pretended she noticed nothing out of the ordinary. As the bell rang she gathered her stuff and walked down the hall trying to ignore the stare she could feel Peter giving her as she went to her last period English class. Gwen sat at her desk took out her book and note book for the class. She knew Peter wasn't in the seat behind her yet as he always was.

The teacher began her lecture about plotlines. Gwen listened up until the moment Peter walked into the class late. She turned her head but out of the corner of her eye she could see how well his shirt fit tightly against his torso. She tried to just ignore the butterflies doing flip flops in her stomach. She tried to ignore how much she missed being wrapped in his arms pulled up against that strong torso feeling completely safe in his embrace.

"Mr. Parker, tardy again." Ms Ridder commented. "Well, at least we can always count on you."

"Sorry, Ms Ridder," Peter said. "It won't happen again, I promise."

"Don't make promises you can't keep Mr. Parker." Ms Ridder retorted.

Gwen watched the teacher return to her lecture and around her desk to the board to begin writing something. Gwen, however, never heard what the teacher was saying because she was too focused on what Peter said instead.

"Yeah," Peter whispered. "But those are the best kind."

Gwen couldn't stop the small smile that began erupting on her face. She tried to slow it and bowed her head so no one would see her grinning like an idiot. A simple sentence was all it took to give her hope Peter was going to change his mind. He had whispered it to her. He had spoken directly to her. He was conveying something. Gwen took a deep breath realizing only a few seconds had passed since he had spoken. Gwen leaned back in her seat slightly an unusual thing for her to do during class. She always sat directly up right so she would pay attention and never fall asleep. She smiled softly as she spoke to the boy seated directly behind her.

"I couldn't agree more." Gwen grinned.

She righted herself in her seat and did her best to focus on the class being taught in front of her but by the end of the class she couldn't for the life of her remember one word the teacher had said after Peter voiced his opinion about promises. Sure, she had the notes from class but she couldn't remember writing them. All she could think about was praying Peter didn't suddenly change his mind or realize he shouldn't break his promise. She didn't want to change his mind before she could get to him. She needed to keep him thinking this way. She didn't want to go through this alone anymore. Gwen wanted him back and with his presenting her with the perfect opportunity she didn't want to miss her chance with him because he managed to think his way out of it during class.

Once the bell rang she was began packing her things up. When she saw Peter move past her desk out of the corner of her eye she looked up from her bag. Peter was already halfway out the door. She frowned in his direction grabbing her notebook from her desk. She saw a folded piece of paper on top of her notebook that hadn't been there before. Written on the top part was her name in careful writing. Gwen put her notebook away before strapping her bag on keeping the piece of paper in her hand.

With the school day over Gwen was in no hurry. She went to her locker to get her homework from her earlier classes. Once there she opened the note finding Peter's handwriting on the inside. It was simple, short, and straight to the point.

_Fire escape, tonight. _

_Your friendly, neighborhood, _

_Bugboy. _

Gwen smiled softly tucking the note into her book before she peered slowly down the hall looking for Peter but his locker was closed. She figured he was probably already long gone by now off to do whatever before he goes out patrolling the streets of New York. Gwen shut her locker with a grin still playing on her lips, the first in so long. Heading home Gwen had a smile the whole way.

* * *

Since Peter gave no set time for when he was show up on her fire escape Gwen went about her normal routine that night. She collected her youngest brother from school who was bouncing about the weekend and how their mother had promised to take him to the store to get a new something or another. Her brother had been going on and on this week about getting to the comic book store because had seen something in the window he had wanted the last month they were there. Simon hadn't specified what it was but he was spending his own money for it so no one complained. Besides Gwen was sure their mother would've bought it anyway since she had been going out of her way to make sure all of them had everything they needed. Gwen picked up Phillip from the bus stop and took them both upstairs. She made sure they did their homework and unlocked her bedroom window leaving a note so Peter would know to just let himself in. Howard got home a little later because he had work.

Gwen wasn't working at Oscorp for a while because they were busy rebuilding so the building was still shutdown not only while they rebuilt but while the police tried to finish accessing what happened. They knew a doctor who worked at Oscorp used a serum from Oscorp to transform himself into a giant lizard. What they didn't know was how. Gwen hoped the police couldn't trace the formula to Peter or the antidote any further than her. The police had asked her how she knew about antidote. She had told them that Connors was her mentor so she had access to his files and knew it was Connors who had becomes this lizard because her father had told her about it. So, she used her access to help Spider-Man and her father any way she could. Gwen knew the only reason the police found out she had made the antidote released across the city was because of her access card she had used to unlock it.

After Howard got home both of them sat at the table finishing their own homework while her brothers sat in the living room watching TV. Every once and a while Gwen checked her room to see whether or not a spider wandered in but the note was still taped to the outside of the window every time she went into her room. Her mother arrived home after work changed and began getting dinner ready. She and Howard remained at the table for a little while longer with their books and laptops spread out across the table until their mother asked them to move so their little brothers could set the table.

Dinner was at eight, just as it always was. There was still no sign of Peter as she heard her mother call her for dinner. Once dinner was over Gwen returned to her room after she and Howard did the dishes as it was their night she still found her room empty with the little note stuck to the window.

Gwen kept checking her computer to check the news to make sure Spider-Man's death wasn't a major headline. There wasn't any major news about Spider-Man that night so she had no idea where he was right now. To keep herself from worrying too much about Peter she picked up a new book she had just gotten from the bookstore the past weekend. She ended up so absorbed into the plot of the book she read through half of it before she realized that a couple of hours had passed with no sign of a boy knocking on her window or just coming right on in.

Gwen checked her computer again but there was still no news. She ticked her jaw wondering where he could possibly be. A million thoughts ran through her head from he might be bleeding somewhere in New York lying in an alley in a pool of blood with no one to help him to thinking he changed his mind and decided to keep his promise instead. She checked her phone but she only had one message but it was from Flash asking if this weekend would be good for another tutoring session. Gwen just hoped that Peter was alright even if he was keeping up his promise to her dying father because she couldn't take it if something happened to Peter. She had just lost her father; losing Peter would be a deathblow for her.

Despite Gwen constantly looking up every other five minutes to look at her fire escape and getting more and more stressed as she did so somehow she fell asleep. The book ended up tumbling off of her lap, out of her hands on to the floor after she fell asleep. Her mother realized her light was still on went into her daughter's room smiling softly at her daughter. She pulled a blanket over her daughter, picked up her book from floor, and turned out the light. Her mother left the room without even noticing the little piece of paper stuck to the outside of the window her daughter had left there for Peter. She shut the door tightly behind bidding her daughter a good night. She knew sleep could be fleeting for everyone so she wanted her daughter to get as much as she could without being interrupted. Her mother wouldn't bother her daughter again that night.

Gwen was fast asleep but something ended up jerking her awake out of her sleep. She jolted up finding her room dark with the window wide open but most of all she felt something weighing down the other side of her bed. Gwen spun around as fast and as well as she could in her bed to see who was sitting beside her. She breathed a sigh of relief when she saw Peter sitting on the other side of the bed in his regular street clothes with his backpack on the floor beside the bed. Peter was holding up both of his hands with an innocent look on his face like he hadn't meant to startle her so much. Gwen for the moment couldn't care less about what time he had finally decided to drop by but just the fact that he was alive was enough for her.

"I'm sorry I'm so late." Peter apologized. "I meant to be here sooner but there were five muggings, two bank robberies, and six fires. I wouldn't have stopped by but you weren't answering your phone and I wanted to make sure you knew I wasn't lying in a ditch somewhere. When I found your-"

"It's okay," Gwen stopped his rant. "I understand. You just startled me."

For a moment neither of them seemed to know what to say. Peter looked down at his hands playing with the holes in his black long sleeve thermal shirt which he was wearing underneath the light blue shirt he had on earlier. She wondered if it was covering the Spider-Man uniform. Her mind for a moment slipped wondering if he would let her check. Gwen couldn't help but admit he looked good with the long sleeve shirts on because the highlighted his arms nicely. She took a deep breath trying to focus on getting to the point behind this visit rather than her attraction to Peter. Gwen forced her eyes to look at Peter's face instead of his arms.

"I'm sorry," Peter whispered.

"You already apologized for being late," Gwen frowned.

"Not for that," Peter said softly. "I'm sorry I couldn't save your father." He heard a sharp intake of breath. "I'm sorry I wasn't there when you needed me at the funeral. I'm sorry I pushed you away. That wasn't fair to you at all. Not after everything you've gone through."

"Peter," Gwen touched his arm. "It's not your fault my father, died."

The word tasted so awful to her and hearing it from her own mouth made it sound a hundred times even more real than it already felt. Gwen took a deep breath before continued stopping what she was sure Peter's reasoning behind blaming himself.

"It's not your fault," she stated firmly. "You may have given Connors the formula but Connors chose use the way he did. My father chose to go up on that roof to help you. No one forced him to be there, no one forced him to be a police officer, and no one forced him to become a police officer. He chose to do that, Peter."

Peter didn't say anything he just nodded as he hung his head. Gwen was sure he was still blaming himself in some way but he just wasn't voicing it to her. Gwen rubbed his arm gently trying to ignore the sparks running up her arm and down her spine. She also tried her best to ignore the way his arm felt under her hand. She could feel the power running through his muscles. Gwen could also feel his arm twitch as she touched it gently. Peter looked up at her letting his head hang to the side like a dog while he looked at her thoughtfully with a small smile playing on his lips. Gwen wondered what could possibly be running through her head right now. He seemed like he something on his mind, the smile screamed trouble. She watched him shift for a moment or two as he tried to figure out what to say or how to start.

"I'm sorry," Peter said again. "For not being there when you needed me the most. I should've been at the funeral. I'm sorry for pushing you away and keeping a promise I never should've made in the first place. I never meant to hurt you when I made it. I didn't think it through, to be honest, I just didn't want to… I don't know. I didn't want to say no to your father's last wish. I didn't know what else to do. I know it wasn't fair to you though, to make that decision without talking to you. So, I changed my mind. I'm not going to take the decision away from you. It's up to you whether or not you want to put your life at risk."

Gwen nodded slowly looking at the long boy lying in her bed. "Are you going to disappear when I need you again?"

"No," Peter said firmly. "I'm not going anywhere."

Gwen nodded slowly, narrowing her eyes at him for a moment before she shifted closer in her bed to him. "Good, Bugboy."

Before Peter could respond to the nickname she pressed her own lips against his tightly. Gwen had never felt so relived in her entire life. She couldn't help but think it had been far too long since the last time she had been able to kiss him. It felt like coming home. There was no other place in the entire world that felt so right. She had thought she remembered what it felt like to kiss him but she was wrong. The real thing beat her memories. She could feel him pulling her closer wrapping his long fingers around her waist. He pulled her flush up against his body so she could feel almost every inch of his warm body. Gwen wrapped her arms around his neck without realizing it she ended up laying directly on top of him.

"Don't leave," Gwen whispered against his lips.

"I'm not going anywhere," Peter said firmly. "I promise."

Gwen gave him a knowing grin making Peter grin. "You promise? This isn't a promise you can't keep is it, Bugboy?"

Peter shook his head moving closer so he could kiss her again. She teased him by moving just far enough out of the way keeping him from kissing her. Peter smiled softly at her dropping back against her pillows. Gwen smiled at him feeling the tension leaving her frame. She hadn't realized how much she had been holding in. From the tension of wondering whether or not he would change his mind before she could keep him right where he was in his thinking to worrying about him all night because she didn't know whether or not he was okay. Gwen for her part wasn't concerned about her own safety. She'd be in danger if someone found out who Spider-Man really was but she would be in danger anyway. It wasn't a secret the way either of them felt for one another. Gwen was pretty sure the whole school could see how they felt, was everyone else going to be oblivious as long as they weren't together? She didn't think so. Besides, Gwen was far more concerned with his safety. She knew what was going to be the real struggle of the relationship was worrying about him every night.

Gwen pulled him closer to her without thinking about it. She wanted to be as close to him as humanly possible. She had been so worried he was out there lying in a ditch somewhere bleeding to death with no one there to help him. At least if she was with him he would have a safe place to come for medical assistance and she would know what was going on with him all the time. The worst was not knowing. She had seen firsthand how awful things could be and how dangerous it could be for him.

"Peter," Gwen whispered.

"Mmh," he mumbled.

Gwen chuckled softly realizing Peter was far too fascinated with kissing underneath her jaw to hear her very clearly. She buried her fingers in his hair so she could pull his head back slightly to make him look at her so he would listen.

"Peter," she whispered again.

He looked at her with a small smile and she could feel a hot coil wrap in her lower stomach as she made up her mind completely.

"Make love to me," she whispered.

"Gwen, I don't want to do something you'll regret." Peter said softly shaking his head. "I don't want you to regret it."

"I won't," she said firmly. "Please, I need you. I could never regret being with you. I'm only going to regret it if I'm not. There isn't anyone else in the world I would rather take this leap with because I know it's you. There is no doubt in my mind."

Gwen pulled him closer knowing he wasn't going to voice anymore reasons behind why they shouldn't do this. Gwen wrapped her arms more firmly around his neck. She could feel him wrapping his own arms around her waist pulling her tightly against his body. With how tightly Peter was clutching her to his body she wondered if she would actually be able to move away if she wanted to, not that she wanted to. Gwen wouldn't want to be anywhere else right now other than in Peter's arms. This was the perfect place for her. Every time she was in his arms it felt so right. There was no other place in the world she felt at home, not even in the lab.

The two of them spent the night tangled in each other's arms.

* * *

The next morning when Gwen woke up the first thing she noticed was that she couldn't move because there was something heavy and warm draped across her waist. She blinked trying to clear the sleep from her eyes. She turned her head to see Peter still fast asleep behind her. His head was tucked against the back of her neck so she could feel his hot even breaths fanning across her bare back. Gwen couldn't help but think about how peaceful he seemed when he was asleep. It was like the weight of the world he carried around with him was gone. His arm was over her waist holding her tightly against his body effectively keeping her from moving. She could feel him exerting enough force to keep her right where she was without hurting her. From what Gwen could tell of her own body language she didn't mind very much she couldn't move since she had her own hand on top of his keeping his hand against her bare stomach. The heat from his hand made her shiver feeling everything she thought had been sated last night come rushing back.

His other arm was stretched under her pillow as well as her head with his fingers entwined with her own. She could also feel one of his legs on hers with her leg between his. Not to mention she could feel every single inch of the front of his body pressed against her back. Gwen had to admit it was rather distracting to have every inch of his flesh on display before her. Sure, she had seen and felt most of it last night but this was different. It wasn't the heat of the moment. He was fast asleep now. She couldn't help but feel a ripple of lust shot through her when she gently rubbed the sinewy muscle of his forearm and he pulled her tighter against his body.

Gwen settled back down against the pillows closing her eyes because it was a Saturday morning, she had no place else in the world to be but right here in this bed with him. She knew by now most of her family was either still asleep or out of the house. Her youngest brothers had probably dragged their mother out so they could go shopping so they wouldn't bother her. Her other brother Howard was probably still asleep or would have left the house by now to go hang out with his own set of friends. Either way he wouldn't bother her. She closed eyes enjoying the warmth Peter was giving off as well as how easily the two of them fit together. It was like they were two pieces of a puzzle, fitting perfectly together.

The comforter was wrapped tightly around both of them as it was still twisted because of last night but Gwen couldn't help but notice it didn't hinder their flesh from touching in the slightest. She could feel Peter tuck his face further into her hair so his nose was in the crook of her neck and shoulder. His hot breath didn't help with her endeavor to fall asleep because it was too distracting. She had to force herself to keep from rolling over on to him to continue where they had left off last night. She didn't want to be one of those couples who couldn't keep their hands off each other and never talked. She liked talking with Peter. She loved hearing his opinions about whatever topic they happened to talk about no matter what it was. She loved just being with him. She didn't want to lose that part of the relationship just because the physical side happened to be very, very good and very, very addicting. Gwen could tell this was going to be a very addicting part to their relationship. Considering everything that had transpired last night she still wanted Peter more than anything.

Eventually she managed to fall asleep for a little while longer. She was in the middle of a dream about Peter who was busying himself with kissing her neck when she was abruptly woken up only to find it wasn't just a dream. Peter was kissing her neck gently hitting the pulse point on her neck causing her to arch further into his touch. He had both of his hands on her hips pulling her closer to his body. She quickly realized their change in positions since she had last woken up. Peter wasn't behind her anymore, instead he was between both of her legs which somehow ended up wrapped around his waist but for the life her she couldn't remember putting them there. She grabbed his face bringing his lips up to her own so she could kiss him.

"Morning," Peter grinned.

"Morning," Gwen said once Peter let her breath. "Let's not be one of those couples who does this all the time."

"We won't," Peter promised. "I'm sorry."

Gwen almost screamed in frustration as Peter rolled off of her back on to the other side of the bed. It was made a little difficult by the fact that the comforter was still twisted around them forcing them to be stuck together whether they liked it or not. Gwen rolled with him so she was on her side while Peter was lying on his back looking up at the ceiling instead of her.

"I didn't mean stop," Gwen said softly. "I only meant I don't want to lose what we have in favor of this."

Gwen moved closer to her boyfriend so she could get into his line of vision. She grinned at him while he looked at her curiously. "We talk, just not right now."

Without bothering to wait for a response Gwen kissed her boyfriend resuming their previous activities together. Although, Gwen and Peter didn't leave the bed for the rest of the morning and a good part of the afternoon she still felt like she hadn't had enough of her boyfriend. Peter informed her that it was insanity how difficult it was to tear themselves away from one another. They kept up the conversation when they weren't immersed in more physical aspects. They worked out their kinks and Gwen was sure she got Peter thoroughly convinced to break his promise as well as let her make her own decision. Peter told her she was free to walk away any time she didn't want to risk her life anymore and it wouldn't hurt his feelings because he'd understand. Gwen had just told him to shut up because she wanted to take the risk with him.

Once they managed to get away from the bed it felt like no time at all had passed between them while they were apart, it was like they had never missed a beat. It felt as natural and as thrilling as it had day one.

* * *

**A.N. Please review! I love to know what my readers are thinking! Good or bad reviews are welcome just don't be rude is all I ask! Thanks for taking the time to read!**


	3. Three

**A.N. Please, leave a review. It would be much appreciated! :) Thanks!**

* * *

Three

For Gwen and Peter senior year was beginning to draw to a close. Gwen could see Peter was grateful that school was almost over because he was running himself ragged. To be honest Gwen was happy school was almost over as well. She could see how tired Peter was getting trying to keep it together as he balanced everything he had for school, plus his Spider-Man duties, and as well as trying to find time to spend with her.

Gwen never pushed him to spend more time with her because she didn't feel neglected by him at all. She wanted him to get some sleep but it seemed he didn't care very much for it. She only asked him to do one thing for her every day; she wanted to know once he was home no matter how late it was when he finally got home. Peter sent Gwen a text every night once he was back in his own room. She couldn't sleep until she knew Peter was safe and sound in his own bed at home at night. Gwen always felt like she was holding her breath every night when she was waiting for the text from Peter to let her know he was safe and once she got it, she felt like she was able to breathe again. There were times when she didn't need a text message to let her know where Peter was because he ended up on her fire escape looking for medical attention.

She supposed she should be more concerned by her boyfriend showing up on her fire escape bleeding from some various wound but she was happy to help. She knew enough first aid to patch him up as well as any nurse in any hospital. She also took a few things from work every now and then so she would be able to provide more medical attention if Peter would need it. She had enough supplies to even give Peter stitches if he needed it. She had even managed to get her hands on morphine just in case she needed to sedate him. Gwen knew Peter was grateful for the help because he had someplace safe to go where no one would look for him and he could get patched up before he went home to his aunt. She knew Peter hated to worry his aunt when he showed up with some wound he could never explain to her. Gwen also knew Peter hated lying to his aunt because she had nothing to do with his choice to be Spider-Man. His aunt loved him unconditionally and she knew it was hard for Peter to keep so much of his life from her.

Gwen insisted Peter not worry so much about it. She did her best to cover up any wound her boyfriend would show up with so he was only late when he went home. Gwen covered for him by saying they were studying or on a date. Gwen even covered for him when he ended up on her fire escape hurt. She had patched him up to the best of her capability but he ended up falling asleep on her bed that night unable to wake him. His aunt had called his cell phone an hour after his curfew had passed. Gwen figured it couldn't possibly make things work to just answer the phone, so she did. The phone call didn't go quite as badly as she thought. She ended up telling his aunt he fell asleep while they were studying and she hadn't wanted to wake him to send him home. His aunt made her swear Peter would call her in the morning before he left so she knew he was on his way home. Gwen had agreed without hesitating because she was tired, emotionally and physically. She just wanted to go to bed. She was sure most girls wouldn't have to constantly apply medical aid to their boyfriends. It was difficult to deal with sometimes because she hated seeing him in pain. She couldn't begin to imagine how Peter's aunt must feel when he comes home with all these different bruises.

With holidays just passed, school returning, and Peter and Gwen back together her boyfriend had news for her. Gwen was standing at her locker collecting her books for her morning classes when Peter walked up to her. He had his hood up with both his headphones in his ears. She smiled softly at her boyfriend as he pulled his headphones out. She touched the side of his face gently checking on a bruise he had there.

"What happened?" Gwen demanded.

"It's nothing," Peter shook his head. "It doesn't even hurt."

"Uh huh," Gwen said. "Is that like the Titanic? Don't worry about the iceberg, it's not a problem."

"No, no, no," Peter smiled shaking his head. "No, it's fine. It wasn't anything major. It'll be gone soon don't worry about it. But I have something I need to ask you." Gwen pursed her lips folding her arms across her chest. "Are you busy tonight or are you free for dinner with my aunt tonight? She wants to meet you so she asked me to invite you over for dinner tonight, spaghetti and meatballs."

"Sure," Gwen answered. "I'd love to."

"Really?" Peter asked. "I mean – I mean you don't have to if don't want to."

"No, it's fine." Gwen shook her head. "You met my family, so it's only natural I meet yours as well. I don't mind at all. Why? Do you mind?"

"No, no," Peter shook his head. "Why would I mind?"

"I don't know," Gwen said. "Why would you?"

Peter shook his head at his girlfriend looking down at his feet trying to think of something to say. She had a way about her that just constantly threw him for a loop. Gwen could tell he was baffled and she couldn't help but smile. The look on his face was cute. She just kissed him gently on the cheek before mumbling to him that they needed to get to class before they were late. Peter smiled shyly following her to their first class of the day together in their normal routine. Peter was only ever on time because he was with Gwen most of the time when he went to his classes. He was only late to those classes he didn't have with her.

* * *

After school Gwen went with Peter to his house texting her mother to let her know she wouldn't be home for dinner because she was invited to Peter's house instead. Her mother didn't mind, told her to have fun while she was there. Peter held the door open acting slightly shy and nervous from what Gwen could tell. He didn't act like it often now that he had become Spider-Man but there were these rare occasions when he reverted to this old habit out of nervousness. Gwen had always thought it was rather cute. He hung her coat, dropped their bags together on a little table inside the front door, and then called out for his aunt.

Gwen hadn't been in the house before she had only seen the inside from the porch when Peter told her he couldn't see her anymore. She took an opportunity now to look around what she could see as she followed Peter into the house. It was warm and inviting. She could see a mother's touch here. Everything was in its place but it was comfortable. Peter motioned for her to follow him. She walked behind him into the dining room, then into the kitchen where his aunt was cutting up something. She waved politely before wiping her hands down before walking over to the two of them. Peter pulled out something from his bag, a carton of eggs, which he handed to his aunt making her laugh.

"Hi," his aunt said softly. "You must be Gwen."

"Hi, yes, it's nice to meet you, Mrs. Parker." Gwen answered politely. "Peter has told me so much about you."

"Please, call me May." His aunt smiled. "Mrs. Parker makes me feel like I'm old."

"Okay," Gwen agreed easily.

May invited both of them into the kitchen to help with dinner. She gave Gwen something to drink, asked if they had homework to which both answered no, and helped her with the cooking. Aunt May questions Gwen as well as letting Gwen ask any of her own listening and answering easily. Gwen never felt like she was being interrogated by Peter's aunt throughout the entire dinner. She was very easy going and easy to get along with. Gwen could also easily see how much his aunt cared for him. She doted after him asking about his school day and his homework. She smiled proudly whenever Gwen mentioned something about their relationship while Peter blushed looking down at his hands in his lap instead.

Later on that night Peter ended up having to go out after dinner to get more milk for the morning before the store closed. Gwen had told him to go, she would be fine without him there for a few minutes. Gwen walked him to the door so she could tell him to be careful without worrying about his aunt overhearing her. Peter pecked her on the lips gently.

"Be careful," Gwen insisted. "I mean it, you don't need new bruises."

"I promise," Peter grinned. "I'm getting milk. So, I'll do my best not to get into any trouble while I'm gone."

"Should I trust you?" Gwen teased, with a smile. "After all, you have broken your promises before."

"Not to you," Peter whispered. "Never to you. I promise, I'll be back."

Gwen shot him a look as she watched him walk out the door. These were the moments she hated the most when it came to him. She hated watching him walk away never knowing if he'll come back. He might just be going for milk but Peter isn't the type to sit on the sidelines when he knows he can help someone. She knows he would never be able to live with himself if he let another criminal slip through his fingers as he had with his Uncle Ben. He'll never let another person lose a family member because he was more concerned with his own safety or payback than with doing what was right. She could never fault him for that because she knows in his position she would do the same. She has done the same. She stayed at Oscorp to finish the serum despite knowing it could lead to her death. She did what she thought was right, even if it meant she lost her own life in the process. She understood why he did what he did which is why she never stopped him from leaving, she helped him instead.

"Are you okay?" Aunt May asked softly. For a moment Gwen thought of her own mother, they had such a similar way about them. "I'm sure Peter will be fine."

Gwen turned abruptly at the last statement. His aunt only smiled wearily, knowingly, as she motioned to the kitchen behind her. Gwen eyed his aunt for a moment. Peter had said something about his aunt suspecting who he really was but she hadn't said anything to confirm it. She followed his aunt into the kitchen where she was already filling a teapot with hot water.

"Would you like some tea?" Aunt May asked. "I find it helps with my nerves."

"Sure, I'd love some." Gwen answered.

She took a seat at the table. His aunt placed a mug in front of her with a teabag before collecting another one from the cabinet for herself. She took another teabag out and once the water was boiled she poured some into each of their glasses. His aunt took a seat on across from Gwen with her own mug of tea. Gwen took a sip when it cooled off enough but neither of them spoke for a few minutes.

"May I ask you something personal?" Aunt May broke the silence. "Feel free to say no."

"No, go right ahead. I don't mind." Gwen answered.

"When did you and Peter happen?" Aunt May asked. "I've never been able to get him to tell me anything. Peter is so closed off sometimes and doesn't tell me everything. Every time I ask him about you he babbles without saying much of anything. I figured you might tell me."

"Oh," Gwen giggled. "Peter seems to do that a lot when he's nervous."

"Quite," Aunt May agreed.

"It was around when school started," Gwen began. "I always knew Peter though, we've had classes together since we started high school. We trade off as the top student in our class every term. He's probably the only person outside my family who has ever understood my science addiction but I didn't know any of that until he caught my interest in another way during school."

"How so?" Aunt May seemed enthralled.

"Our school bully Flash Thompson was beating up a younger student one day at lunch. Everyone began yelling and I walked over to see what was going on. Flash had been trying to make the younger student eat something rather disgusting. Peter had already gone over to help. He told Flash to put the kid down and told the kid not to eat it. Flash ended up dropping the kid but going after Peter instead." Gwen smiled. "I remember thinking who does this? Everyone else was cheering for Flash but Peter was the only one bothering to defend the little guy. I thought about how that took real guts and courage to stand up to everyone else. I thought he knew he was going up against someone he couldn't beat but he did it anyway because it's what's right. I thought it was stupid too, but it was great."

"Sounds like Peter," Aunt May commented. She seemed to be studying Gwen. "So, not just his brains drew you in?"

"No," Gwen agreed. "Not just his brains. His heart was a big factor too. I could see he was a really good guy who wasn't afraid to just be who he was even if it meant he was more of an outcast or got him picked on. Then he started popping up more and more and I couldn't help myself, I just…"

"Fell for him." Aunt May finished. "Ah, I know that well. I've seen that look two times before, myself."

"You?" Gwen asked, curiously.

"And Peter's mother," Aunt May clarified. "She had felt the same way about Peter's father as I did Ben and as I'm sure you do Peter. Something about the Parker men as they all seem to live by the same moral code. They all believe that if you have the ability to help someone then you have a moral obligation to do it. I know Peter is the same way. It doesn't surprise me how much each of you care for each other as both Peter and his uncle found their halves at a young age. Not to say you two will get married but I've seen that look before, it just reminds me of when I first met Ben."

Gwen couldn't help but blush slightly as the older woman seemed to welcome her with open arms. She smiled warmly at her. "That saying just cleared up so much of Peter's personality."

"I thought it might," Aunt May smiled. "I also wanted to thank you."

"Thank me?" Gwen asked confused. "For what?"

"For making Peter so happy," she explained. "His life was never easy. He lost his parents so young, but he could still remember what it was like enough to miss them and what it was like before he lived with us. He's lived with wondering why they left him here for so long. And then losing Ben, on top of everything else I know it's been hard for him. I saw what he was like after he had lost you for whatever reason. He was empty, going through the motions of his life but not really living. When he's with you he's so alive and happy. I want to thank you for bringing a smile to his face and for making him happy. I also want to thank you for taking care of him."

Gwen didn't really know how to answer that, so instead she smiled shyly at the older woman. May offered Gwen a piece of cake to which she accepted. Gwen watched as Peter's aunt began fiddling around in the kitchen looking for a knife and a plate along with a fork. Gwen suspected this woman knew what Peter was up to around the city, she suspected that his aunt knew about his nightly activities as the famous Spider-Man, and she suspected his aunt was proud of what he was doing. Gwen figured that was the reason why his aunt hadn't bothered to actually ask them whether or not her suspicions were true. Gwen understood the older woman was thanking her for being there for Peter when he came to her broken and bruised in need of medical assistance. She sighed gently as a piece of cake was set in front of her.

Gwen couldn't help but feel a little overwhelmed by her talk with Aunt May. She felt like she had been welcomed to the Parker family by the last remaining member of the last generation of his family. She had gained her stamp of approval in not just being a girlfriend but also much, much more as a nurse and Peter's caretaker. She knew from watching the way her father reacted to Peter's appearance and importance in her life that it was hard for the parental figures in their lives to let someone else take their place in caring for them. Gwen and May ate in silence until Peter burst through the door announcing that he gotten the milk. He smiled at both of them as he placed the milk onto the table.

"Got the milk," Peter repeated.

"Wonderful," May took the milk. "I'll put it in the refrigerator."

Gwen turned to Peter who was grinning the silly smile she loved so much. Peter took the seat beside her with a smile. He put his arm on her chair so he could lean closer to her making her giggle as he did so. Gwen was still holding the fork which she caught him eyeing.

"Bite?" Peter asked sweetly. "Please."

"Oh," Gwen teased. "You want a bite of my cake?"

Peter just smiled at her making her giggle before she held a fork full of cake up to his lips. She pulled it away teasingly as he went to bite it. He gaped at her as she brought it back to his lips only to pull it away once more as he tried to eat it. Peter shot her a look making Gwen grin widely at her boyfriend.

"Tease," he whispered.

Gwen held the piece of cake up to his lips once more but he didn't go after it right away like he did the first two times. She raised an eyebrow at him questioningly wondering whether or not he was going to eat it. Peter slowly moved closer to the fork carefully taking it into his mouth until he was sure she wasn't going to try and take it away from him again. Gwen only pulled the fork away from his mouth once he had the food. She grinned at him before taking another bite for herself. Neither one of them even noticed they were being watched by his aunt in the kitchen as she put the milk away. She had been planning to fix Peter his own plate but she wasn't sure if she wanted to interrupt the scene in front of her. She could tell this wasn't an ordinary high school relationship. They reminded her of her brother in law and sister in law with how adult they seemed and how adult they acted in their relationship with one another. She also saw a bit of her own relationship with Ben. They met in high school like Peter and Gwen, she could tell from the start it was always going to be Ben for her. She could tell both of them were thinking in a similar fashion when it came to their relationship. After Peter and Gwen polished off the piece of cake she realized she needed to be getting home before she was late.

"I'll take you home." Peter offered.

"No, it's fine." Gwen said. "I can call a cab."

"Oh, yes, it's far too late for you to be going home alone, even if you take a cab." May insisted. "I must insist. I'll feel much better knowing you're with Peter."

"Okay," Gwen relented. "Let's go."

Peter nodded grabbing his jacket along with Gwen's. He helped her put her coat on when she and his aunt met him by the door. Gwen went to grab her backpack but Peter beat her to the punch throwing it over his own shoulder and shaking his head when she tried to take it. He grinned insisting he could handle carrying her books for her.

"I feel like I'm fighting a losing battle with the two of you." Gwen teased. "Both of you are rather insistent tonight."

"Be safe both of you okay?" Aunt May instructed. "Get there and back in one piece."

"Okay, Aunt May." Peter said. He kissed her on the cheek before watching as his aunt enveloped his girlfriend in a hug taking Gwen by surprise.

Gwen hugged May back tightly expressing her thanks for the invite as well as the lovely evening. May smiled at the younger woman with pride. Gwen turned to Peter asking if he was ready.

"You're more than welcome here any time, Gwen." May informed the young blonde. "The door is always open."

"Thank you," she smiled.

Gwen and Peter left the warm inviting house stepping out into the cool air. Peter wrapped his arm around his girlfriend grinning at her. Gwen could tell by his smile he had something on his mind but she couldn't figure out what he was thinking. She nudged him as they walked down the street together. Peter didn't say anything for a while instead he kept grinning at her. It wasn't until they got to the taller buildings where Peter would use his webs to take her home the rest of the way he broke the silence.

"At least you made a better first impression than I did." Peter joked.

Gwen giggled softly nodding as she wrapped her arms around his neck. She felt him wrap an arm around her waist before the both of them were pulled off of the ground as Peter slung a web. Gwen could feel her stomach doing flip flops as they fell and came back up as they swung through the streets of New York. No matter how many times she did this with Peter she could never get used to the sensation. It was like free falling and flying all at the same time. Even if she wasn't used to it, she loved doing this with Peter because she knew no one else got experience getting through New York like this.

Peter didn't land on her fire escape knowing it would be weird for Gwen to just appear in her apartment without walking through the front door or through the lobby. Gwen said hello to the doorman on the way into building. Peter waved with a cocky grin to the doorman on his way by making Gwen pull her boyfriend along with her faster so she would stop annoying the doorman. Peter just chuckled as the doorman looked rather frustrated being forced to let Peter by whenever he wanted. Gwen had told the doorman to give Peter free access to the building whenever because he was her boyfriend. Peter loved tormenting the doorman with the knowledge he had free reign. Gwen pulled Peter into the elevator shaking her head at her boyfriend with a small smile. Peter just shrugged as he leaned against the wall beside her.

"Must you torture my doorman?" Gwen asked.

"He thought you were tutoring me." Peter said. "I just feel like payback is order for being insulted."

"How nice," she teased.

Peter and Gwen walked into her apartment finding her oldest brother sitting in front of the TV in his pajamas playing a video game. Gwen figured her youngest brothers were probably already in bed. She saw her mother sitting at the dining room table with her laptop and a book. Her mother turned when she heard the front door open smiling at her daughter.

"Hello, Peter, it's good to see you again." Helen Stacy rose. "How was dinner?"

"Hey sis," Howard said distractedly.

"Dinner was good, mom." Gwen pulled off her jacket and hung it up. "Peter's aunt was wonderful. I had a nice time."

Helen came into the living room as Peter stood awkwardly in the doorway wondering whether or not he should say goodnight to his girlfriend and go home. Gwen noted his awkwardness and went over to him instead.

"Hi, Mrs. Stacy," Peter said softly. "It's good to see you as well."

Peter didn't know how to act around the Stacys anymore after everything that happened. Gwen just put a hand on his arm knowing how awkward he must feel standing in the doorway of a place he's not entirely sure he's welcome. Gwen gently nudged Peter into the hallway so she could say goodnight to him privately. Peter went completely willingly.

"That wasn't awkward," Peter mumbled against her lips. She pulled away.

"It was fine," Gwen insisted. "They like you. I don't why you think otherwise. My mother thinks you're one of the best guys she's ever met."

"I don't know," Peter said softly. "I feel… I feel…"

"What? What?" Gwen asked.

"I feel like I let them down," he blurted out. "Every time I see them I think about what happened on that roof and how much I wish I could've saved him. I wish I could've done something more to help him. I wish I had never given Connors the formula in the first place because then none of this would've happened."

Gwen took Peter's face into her hands. "You couldn't have known what was going to happen. This isn't your fault, Peter. I've told you before, my father choose to be on that roof with you and he choose to help you. You have nothing to feel guilty about. My father made his own decisions. My family makes theirs as well and they believe Spider-Man to be a hero. Simon has bought t-shirts with Spider-Man on the front. Phillip reads every newspaper with you on it and keeps them. Howard said you were a true hero after everything that happened at Oscorp. They don't blame Spider-Man for what happened. They don't see you as guilty. I don't either and I know everything there is to know about what happened. Don't beat yourself up. I thought we fixed this once already."

"I know," Peter said. "I just can't help but think about it whenever I see your family because I can see how my decisions hurt people."

Gwen pulled him closer using the hands she was holding his face with so she could look him right in the eye. "Listen to me, Bugboy. You didn't know what could happen, you thought you were doing the right thing. You made a mistake, everyone makes mistakes. What's important is to learn from them and not to let it happen again. Now go home, get some rest, and try to make it there in one piece."

"It's not just that," Peter said shyly. "I can live with it if they don't like Spider-Man. It's nice to be appreciated and to know that they think of Spider-Man as a hero even if I don't. I think about it when I see your family how my decisions affect people, yes but I can live with it. I just don't know what they think about me anymore, the person behind the mask. I wasn't there at the funeral and they know it. Are you going to tell me they will forgive a guy who stood you up at your father's funeral?"

"That's not what happened." Gwen said firmly.

"They don't know the whole story." Peter said. "You do. You're the only one who knows that I didn't show up because I made a promise to your father while he was dying on the top of the tower. Your family doesn't know that. To them I must just seem like a jerk of a boyfriend and they're just waiting until you see it too and break up with me because of it."

"That's ridiculous," Gwen shook her head. "They don't think you're a jerk. I know they're not sure about you but I don't see why you can't win them over." Peter scoffed. "Hey, after the first impression you made at dinner that night you still managed to win my father over. You managed to win his respect enough for him to admit that he was wrong about you. He left the city in your hands and the only thing he cares more about than this city is our family which he asked you to protect as well, in a way. Everyone else in my family liked you that night, I'm sure they can forgive you after one mistake."

"They liked me?" Peter asked confused. "Why?"

"You're the only person who has ever questioned my father." Gwen said. "None of us even do that. We just follow the rules and do as we're told. For once in my father's life he met someone just as stubborn as he was. Everyone thought it was funny, finally dad had someone who didn't just agree with whatever he said, and wasn't afraid or deterred by the fact that he's the captain of the police who could arrest you."

"You said you wouldn't let him." Peter grinned.

"Theoretically, of course." Gwen grinned. "You should go, get home safely, and preferably in one piece."

Peter chuckled kissing her one last time before he walked over to the elevator. Gwen remained in the hallway until she couldn't see her boyfriend anymore. When she returned to the apartment Howard paused the game as his mother sat down on the couch with her son. Her mother smiled warmly and knowingly at her. Howard just grinned at his sister making Gwen feel like she was as subject under a microscope in a lab somewhere. Gwen shook her head at both of them as she walked further into the apartment.

"What are you two staring at?" Gwen asked.

"Your lipstick is smudged." Howard stated with a grin. "So, forget how dinner was. I think the last few minutes while she was in the hall would've made up for whether or not dinner was terrible based on the silly smile you've got all over your face."

"Howard!" Helen scolded. "Leave your sister alone."

Gwen couldn't help but blush at her brother's words as she touched her lips realizing the lip-gloss she had put on earlier was smudged. She grabbed a tissue from the table wiping it off completely. Gwen gave her a brother a look.

"I'm allowed to kiss my boyfriend." Gwen stated plainly. "Why do you feel the need to point out that I do so?"

"I feel the need to point it out because I'm your brother and it's in my job description." Howard smiled. "I mock because I love you and I'm happy you've found a boyfriend especially one like Peter. He seems like a good guy. Anyone with enough guts to actually get into a debate with our father is perfect for you. I wouldn't be a good brother if I didn't see to embarrassing you every once and while."

Gwen shook her head at her brother before Howard wrapped an arm around Gwen's shoulders tugging his sister into his chest. Gwen smiled at her brother. They may tease one another but they would always be there for one another when it mattered. Because of their closeness in age they were very close with one another much like Phillip and Simon were close because they were closer in age than Gwen and Howard were to them. They were always there for one another when it mattered. Howard had always teased Gwen when they were younger about terrifying the boys away because she was so smart none of them could compete with her. When Gwen told her family there was a boy coming over from dinner Gwen remembered exactly how her oldest brother had taken that news. Gwen smiled as her brother started up his video game again.

Howard had been sitting on the couch watching TV while her other brothers did their homework at the dining room table. Gwen was sitting with her brother in the living room ignoring the TV instead she had been reading was book in one of the chairs. She had her legs tucked underneath her when her mother walked into the apartment greeting her children as she did so. Gwen greeted her mother as she tucked a strand of hair behind her ear nervously. She didn't know how to begin to tell her mother she had invited Peter over for dinner without even thinking about telling her parents. All Gwen had been able to think about when she saw Peter in the hall was that she wanted to see him again, but she wanted to see him outside of school. She hadn't really thought about asking him to her house for dinner with her family before the words escaped her lips. She just knew she wanted to get to know him better and in order to do that her family needed to meet him.

"Uh, mom?" Gwen said questioningly.

Her mother stopped on her way into her bedroom to change out of her uniform. She turned to her daughter with a questioningly look. None of Gwen's brothers bothered to even look up. Gwen had people over all the time, she tutored, friends came to study with her or hang out, and it didn't peak their interest because she never seemed interested in any of them, romantically.

"I was wondering if you would mind setting an extra plate tonight." Gwen said nervously. "I asked a friend over for dinner."

"Oh?" Her mother said. "Sure. But may I ask what friend?"

"Ah, Peter," she said sheepishly.

Still none of her brothers bothered to look up but she knew she had caught her mother's attention with the name. Her mother's entire posture changed. She had been facing her daughter only on the side but once the name registered with her she turned to face her daughter giving her complete attention to Gwen. Her mother folded her arms across her chest, trying not to smile, and gave her daughter another questioningly look. Gwen bit her lip not knowing quite what to say at this point in the conversation.

"The boy you were telling me about before?" Her mother asked. "The one you like?"

"Like?" Howard's head shot up. Her other two brothers also looked up in interest. "Define like!"

"Yes, that one." Gwen answered her mother. Gwen could see all of her brothers were still waiting for her to answer Howard's demand to define like. "What?"

"A boy is coming over here?" Phillip asked.

"One you're not tutoring?" Simon asked.

"What does that mean?" Howard prodded. "Are you having him come over to meet dad's required meeting for anyone we wish to date? Do you like someone? And by that I mean are you actually attracted to someone? Because for the most you seem to just acknowledge that boys exist not have a romantic attachment to any of them, at all."

Gwen took a deep breath. There was no way she was going to escape any of their questions so Gwen decided she may as well just answer them. "Yes, a boy is coming over here, one I am not tutoring, and for the record he wouldn't need it. I asked him to come over because, yes, I am fulfilling the required meeting for dad because, yes, I am attracted to Peter. I like him, so be nice."

Howard grabbed his chest like he was having a heart attacked before he slide off of the couch onto the floor with a soft thud. "I think I'm going into shock, my sister actually likes someone. That's it, the world must be ending."

Her other two brothers came bouncing into the room with a million more questions making their mother chuckle softly as she watched Gwen struggle to answer all of them. In response to Howard who was still lying on the floor Gwen tossed a pillow in his direction landing directly on his face making him jump in surprise. Howard threw the pillow back to his sister before plopping himself back down onto the couch. Simon and Phillip were still badgering Gwen with questions as their mother muttered something about going to pull out another fish for tonight's dinner. Howard was still watching his sister curiously as though he was thinking something over before he actually spoke out loud.

"What did you mean before?" Howard asked suddenly drawing their attention. "When you said 'for the record he wouldn't need it'?"

"He's second in my class." Gwen answered. "Why?"

"Just clicked why you liked him in the first place, he's smart." Howard said simply. "You're not the type to fall for someone's looks. You'd go for brains. Why haven't you mentioned him before? What else drew you to him? If he's second in your class, you had to have met him once or twice before especially if the two of you have been in the same school for four years. I'm sure you'd have classes together so I'm just curious why now, I guess."

Gwen shook herself out of the memory. Her brother knew her just as well as her parents did. He was the type to observe everything before he drew conclusions, he'd stay in the back just listening before he spoke. It was irritating sometimes how easily her brother could see through her but other times she didn't mind. Gwen had explained to him what had happened at school that made her take notice of Peter for something other than his brains. Howard had understood, brains were good, but it didn't mean anything without a personality to go with it. Gwen had seen there was more to Peter's lazy demeanor than she previously thought. He wasn't someone who took his intelligent mind for granted. He truly appreciated it and the people around him.

It was something they both seemed to have in common with one another.

* * *

Gwen was sitting on her bed reading through her notes for English class when she heard a knock on her window. She looked up to find Peter in his regular street clothes on her fire escape. Gwen smiled waving him in her room. Based on the look on his face Gwen could tell this wasn't a social call, her boyfriend wasn't here as her boyfriend right now. Peter opened the window jumping into the room swiftly which Gwen was thankful for as she knew he wasn't hurt. Gwen closed the window behind him quietly. She watched her boyfriend as he looked down at his shoes like he didn't know how to begin. He didn't seem to know how to begin to tell her whatever was bothering him. Gwen touched his shoulders gently to try to get him to look at her. He seemed shy, sheepish, almost like he didn't want to tell her.

"Peter?" She whispered. "What's wrong?"

"I got a phone call early." Peter whispered. He sighed trying to clear his head. "It was from Connors. He said he wanted to talk to me, that he had something to tell me."

"What would he want to tell you?" Gwen asked breathlessly.

To be honest she wasn't crazy her father's murderer was contacting her boyfriend. She didn't want him around Peter considering Connors' had almost kill Peter several times and was the one to take her father's life. Gwen admitted to Peter she had very confusing feelings when it came to her former mentor. She didn't know whether to hate him or to be grateful to him. Connors saved Peter from falling off of the Oscorp building once he was returned to normal. She had never been so happy to hear that news since she didn't lose both of them on the roof of the Oscorp building. But those feelings conflicted with the bitter feelings she had about losing her father. Gwen managed to keep her anger at Connors down because she knew he wasn't really himself when he killed her father. Connors had been trying to do what he thought to be right, he just lost himself in the process of it. At least now she understood why he had been nervous to tell her what was bothering him.

"He said…" Peter took a deep breath. "He said it was about my father."

"I thought you told me he had said he didn't know anything about what happened to your father?" Gwen asked, curiously. "Why would he want to tell you now? Why did he lie before? What if it's just a trap to get to you to him?"

"I don't know, I don't know." Peter shook his head. "But if he has information about my father I need to know. I don't think he'd hurt me now. He's not the Lizard."

"Are you going to go?" Gwen asked.

"I think so." Peter said softly. "What do you think?"

Gwen thought about it carefully, turning it over in her head, and then she answered. "If I was in your shoes I think I would do whatever it took to find out everything I could about my past."

"Well," Peter sighed. "Then I guess I'm going to jail."

* * *

**A.N. Please, review. I love having feedback of any kind good or bad as long as no one is rude about it. So, please let me know what you think! REVIEW! :)**

**Thank you so much for reading! :)**


	4. Four

**A.N. Thanks the reviews I've gotten so far. I really appreciate them and thank you for the great feedback! Now on with the story! **

* * *

Four

Peter set his jaw as he walked through the police station. He told them he wanted to speak with Dr. Curtis Connors trying to sound like he knew what he was doing. The last thing he wanted was to become a nervous bumbling idiot who can't get the words out while trying to talk to the officers behind the desk. It took some arm twisting because he was a much higher security risk. Most people still didn't have a clue as to how Connors had managed to transform himself into a giant lizard. Peter and Gwen had gone to great lengths recently to make sure it remained that way. Both of them went to extremes to destroy all the evidence Connors and Peter had left behind. Gwen destroyed all the containers Connors used, she took the serum from the system, all the already made serums, she burned every paper, and copy of the formula Peter had given to Connors. Peter hide the folder his father had given to him taking the page with the decay rate algorithm and burning it. If he wanted the algorithm he had it in his head. He also remembered burning down Connors lab in the sewer with Gwen.

Peter and Gwen had gone down into the sewer after he had picked her up in the middle of the night so her mother wouldn't know. There were several different components that had the formula on it. Both of them had doused everything in gasoline, the computers, the camera, and every desk. Once they were sure everything was covered they stepped back together to look it over. Peter sighed pulling a box of matches from his pocket slipping one out.

"Are you sure about this?" She asked. "Once you destroy this your father's research is gone."

"It's not gone." Peter said firmly. "I am his research. Those spiders at Oscorp are his. I have his formula in my head and so do you."

"I know," Gwen said softly. "I just want to make sure that you're sure about this."

"I'm sure." Peter said. "I need to know that no one else will ever be able to get their hands on this formula. My father hid it for a reason and I intend to keep it that way. I know neither one of us is going to do anything with the formula. It's safe with us. Ready?"

Gwen had just nodded as Peter lit the match dropping it on the gasoline. They both watched as everything quickly ignited burning every trance of Connors use of the formula. Peter had felt better as he watched it burn. He didn't feel like he was going to have to look over his shoulder anymore waiting for someone else who had used the formula to create a monster. He felt better knowing the formula was only his now. There was no way anyone was going to be able to access it now. Only Gwen and Peter knew what the formula was anymore and neither of them would reveal it. Gwen had promised that when Peter had shown her the formula in the first place. He had wanted to make sure someone else knew it if he died, he didn't know why, all he knew was that it shouldn't be a complete secret. After they were sure everything was burned beyond recognition Peter put out the fire with a fire extinguisher they had brought. They left the burnt rumble there figuring it wouldn't matter whether or not anyone found it. No one would be able to figure out what it was. Peter felt satisfied they had gotten rid of anything that pointed to the decay rate algorithm. No one would be able to create another lizard again.

Peter took a deep breath as he was led to a cellblock. The officer unlocked the door if it could be called a door letting Peter into the small cell. There was Connors sitting on his bed in a yellow jumpsuit. He was looking at the floor, he didn't bother looking up as Peter stepped inside, and the door slide closed behind him. Peter shifted awkwardly from one foot to another with his hands stuffed into his pockets of his jacket. The silence seemed so deafening. Peter could her cell doors opening and slamming all up and down the hall. He heard people shouting down the hall as well as officers speaking to the prisoners. This was a hopeless place. It was dark, dank, and very depressing. Connors looked thin and pale like he was sick. Peter didn't think the idea was very farfetched because the room was small and it didn't seem like they cleaned it very often. Connors was probably physically and mentally ill from being in such a depressing place. Peter wondered which of them was going to break the silence first. He didn't have to wait very long for his answer.

"Peter," Connors breathed. "I wasn't sure you'd come."

"Neither was I," Peter spoke. "But you said you knew something about what happened to my father. I thought you told me you didn't know anything."

"That wasn't entirely true." He rose from his seat facing Peter.

"So you lied to me?" Peter demanded gruffly. "Why would you do that?"

"I did it to protect you!" Connors shouted. Taken aback by the sudden outburst Peter stepped back. "I did it because the more information you have, the more they're going to come after you, and the more valuable you'll seem to them. They already know you had a formula, a formula the people at Oscorp want more than anything."

This new development Connors was informing him about confused him completely. Why would the people at Oscorp want the formula so badly? It shouldn't make any difference to them, after all it has been more than a few years they've been attempting to work on this formula. Peter wondered what any of this meant as well as well Connors had decided now was a good time to share. He was also curious to know whether or not he could trust anything that came out of his mouth. Which was the lie? When he said he didn't know anything or right now? Peter wasn't entirely sure.

"Who at Oscorp is going to come after me?" Peter demanded. "Why do they want the formula so badly?"

"Norman Osborn is dying of liver cancer." Connors explained. "He doesn't have much time left and if we could get it to work he'd be able to grow a new one for himself. One his body would never reject because it's already perfect for him, it would be his own without the disease."

"Why would you tell me now?" Peter asked. "Why are they going to come after me? Besides liver disease wouldn't have anything to do with my father's disappearance. Liver cancer moves quickly, he'd be dead already. What does that have to do with my father?"

"I'm telling you now because you need to be prepared." Connors continued. "One of the doctors who works directly for Norman Osborn, the one I went after on the bridge was an overseer when your father and I worked together. Once your father breed the spiders Norman grew impatient sent that man to hurry your father along. They wanted him to push up human testing, to start with it right away instead of just with spiders. I remember your father refused and had said it wouldn't work because it wasn't ready yet. They needed to wait. I don't know why they were so impatient then to get their hands on the formula but I'm almost positive that's why his office was broken into. They were looking for the formula because he always kept it with him. I'm not sure his plane crash was an accident. There were people from Oscorp snooping around the scene looking for the formula he'd used to create the spiders.

"All I knew was that he was gone and with him went with him because no one could ever find the formula again. It was just gone, like him." Connors sighed. "The serum they use to continue breeding the spiders at Oscorp is the same as the one your father used, the problem is we can't reverse engineer it. If we could we would be able to access the formula he used to create them but it had been deleted from our data banks and destroyed when your father left. I don't know why they want that formula so badly. But I do know, they will stop at nothing to get it, Peter."

Connors looked pleadingly t him. "I know now why your father left you behind."

Peter's head snapped up at his last statement willing him to explain what he meant with those words. Connors swallowed thickly.

"He left to protect you, Peter." Connors whispered. "Whatever they are planning to do, it got both of your parents killed as well as almost getting myself killed in the process. I know he wanted you left out of everything by leaving you with your aunt and uncle but you're in the thick of it now and you need to be prepared. These people will stop at nothing until they get to you because somehow you've become enhanced, something they wish to do, and they will be coming for Spider-Man now. You need to be looking over your shoulder."

"If he wanted to protect me; why did my mother go with him?" Peter's voice broke. He could feel tears pricking his eyes. "His work got her killed as well, she could've been here to raise me herself."

"You don't think you're mother knew everything?" Connors asked softly. "He told her everything all the time. They had no _secrets_. They would've come for her anyway and you would've been with her. By leaving you with your uncle you were safe. They knew nothing so they had deniability as did you. Besides she loved him despite it all and knowing her as well as knowing your father I know she would've wanted to be by his side no matter what the outcome. They both knew it was safer for you to be with your aunt and uncle. They weren't going to leave each other. Your mother knew what she was getting into but she loved your father too much to walk away because she knew it would be her greatest regret. I know, because she told me."

Peter swallowed wiping away a tear, no one had ever known his parents well enough to speak about them in such a firm fashion except his aunt and uncle. But they didn't talk much about his parents because it hurt too much for all of them to open such old wounds. Peter sniffed trying to blink away the rest of the tears forming in his eyes.

"How do you know all this?" Peter asked.

"I sit in a room all day." Connors chuckled ironically. "I have a lot of time to think. I put everything I knew together so I could tell you because I thought you should know there's a target on your back."

"Time's up." A guard said through the door. "Time to go, kid."

"Be careful, Peter." Connors said.

Peter began to leave but Connors called out for him to wait a moment. Peter turned around to look at Connors who looked down to his feet for a moment before looking back up. His expression was one of pain, guilt, regret, and sadness. His eyes were filled with tears as well as complete earnest as he spoke to Peter with a strained, guilt ridden voice.

"Peter, please tell Gwen I'm so sorry for the pain I put her family through." Connors choked. "I never meant to hurt the Captain. I truly respected the man. He was a good man. Please, tell her I'm sorry."

"Gwen doesn't blame you," Peter answered. "She knows it wasn't really you. Besides, you did save my life when I almost went over the building. I think that helps because she knows the real you would never actually want to hurt innocent people. But I'll pass the message along anyway."

Connors nodded as Peter followed the guard through the door back to the front of the jailhouse. Peter pushed his hands into his pockets as he stepped out into the biting cold of New York City on a sunny Saturday afternoon. Somehow, despite the cloudless day and sunshine it was still freezing. Peter pulled his hood up to cover his head putting in both of his headphones as he thought about everything he had just learned from Connors. Basically, Oscorp wanted the formula his father had come up with, they were willing to kill for it, and no one knew exactly why. Trying to save the CEO of the company is a great thought but if he was dying of liver cancer and his father had been trying to cure that it wouldn't matter, Norman Osborn would be dead by now. He wouldn't have lasted to Peter's fourth birthday. There were still some missing pieces of the puzzle Peter didn't have yet. Now he had to find them but he couldn't help but wonder where he was going to find these lost answers.

* * *

Peter sent Gwen a message letting her know he had made it out in one piece and he would fill her in later but right now he needed to get home. He had promised his aunt he would look at the car when he got home because the check engine light had been on for days. Peter pulled his skateboard off of his backpack not bothering with his web-shooters to get home. Sometimes he liked just taking his skateboard out for a spin because he very rarely got the chance these days. Most of the time he was too busy trying to find some sort of balance in his life with school, his Spider-Man duties, and trying to spend time with his girlfriend in the midst of the chaos. Peter pushed play on some music on his cell phone as he skated down the street avoiding the people around him. He made it home in record time because he didn't have to slow down because he might crash. He had much better control over his skateboard with his spider abilities.

Peter snapped his skateboard up into his hands as he approached his house steps. He jogged up the steps into the house calling out that he was home. His aunt came down the stairs a minute later with the keys in her hands and a worried look on her face. She placed the keys in his hands and gave him a somber look as Peter dropped his skateboard and backpack onto the floor by his feet. He frowned at his aunt wondering what had gotten her so serious at the moment.

"It started smoking," she said. "The car, I turned it on this morning because I had wanted to run to the store, and it had started smoking. There's something very wrong."

"Uh, okay." Peter said. "I'll go check it out."

Peter took the keys from his out and went out the back way through the house. He jogged out to the green car parked on the street behind their house where most people who lived on this street parked their cars. Peter sighed as he got into the car. His uncle had taught him how to drive in this car; he had taken his road test in this car with his uncle sitting in the back seat during the test. Somehow, that had made Peter feel more at ease during his test despite how nervous he had felt beforehand. He put the key in the ignition and turned the engine over listening as it started right up but began smoking almost immediately. Peter shook his head at the car quickly turning the engine off before he damaged something even further. Peter popped the hood of the car before he exited the car slamming the door shut behind him. He lifted the hood.

"I'm not sure, but I think there's something wrong with your engine." A female voice teased behind him. "I don't think it's supposed to smoke when you turn it on."

"Ha, yeah, yeah," Peter nodded his head. "I think so too, MJ."

Peter turned to find his neighbor since he had moved in with his aunt and uncle, Mary Jane Watson. She had vividly red hair, was rather beautiful, and she was on her motorcycle. She hadn't turned the engine of her red and white motorcycle on but she was holding her white helmet in her hands with a bag slung over her shoulders. Peter caught sight of her waitressing uniform underneath her blue leather jacket. She was dressed like she always was whenever she rode her motorcycle with jeans and her high brown leather boots. She was grinning at him as he lifted the hood of the car.

"Off to work?" Peter asked.

"Yup," MJ said tiredly. "Girl's got to make a living."

Peter nodded before he continued to look over the engine trying to find the cause of the smoke from the engine. MJ remained where she was putting her helmet on behind him. Peter got back into the car and started the engine again trying to locate the source of the smoke but there was too much to see through. MJ started up her motorcycle pulling the throttle back to reeve the engine while she held the brake so she wouldn't take off suddenly.

"White smoke," MJ said thoughtfully. "You've probably blown a gasket, white smoke usually indicates that. If not the gasket then you might have a leak coming from the intake manifold runners. It allows the water to be mixed with the incoming air which causes the white smoke. But considering who I'm talking to I'm sure you already guessed that."

"I was headed in that direction." Peter said. "I just wanted to be sure before I ran to the parts store to get the parts when it turns out I don't need them."

"Good luck, Tiger." MJ winked at him before she sped off on her motorcycle.

Peter waved goodbye to MJ as she drove off down the backstreet. They had known each other since he had moved in next door when his parents dropped him off to stay with them. They had become good friends over the years but she was periodically absent from living next door as she is an actress. Sometimes she leaves to go to auditions or for roles she has been given. She's only ever done a few small things in movies and TV shows but it's something to start with. Peter also knows she likes it because it gets her far away from her house sometimes. She and her father don't get along very well. Her father is usually much of a dead beat from what Peter has seen of him over the years. Peter knows Mary Jane is thrilled to get away from him as often as she can. He also knows she's independent because of her father. She is capable of taking care of herself without problems.

It's why she knows so much about cars and engines because she takes care of the motorcycle she bought with her own money from acting and waitressing. She waits tables in a little restaurant not very far from here. His aunt and uncle liked eating there and they always asked for MJ to be their waiter so they could give her a huge tip. They thought it was unfair the life she had been dealt but they admired her for making the most of it. Peter knew as soon as Mary Jane could she was going to get out and find her own apartment; she probably couldn't wait for her own graduation. She went to the local high school here in Queens. Peter went to Midtown Science because that's where his father had gone and his aunt and uncle thought he would be able to handle the much tougher course schedule they provide. As well as getting a scholarship to the school helped with the decision. Most kids who live near midtown have enough money to just send their kids there regardless of whether or not they actually belonged there.

The two of them had known each other since they were little. She was the first friend he had when he moved here, they played together when they were younger but they haven't seen much of each other recently. Mostly because Peter was rather busy with his own life while she was busy with her own. His aunt had often asked whether or not he had a crush on MJ since they spent so much time together when they were younger. If Peter was honest with himself, he had a crush on her when they were much younger but as the two of them got older and developed their own interests the crush began to go away.

Instead they became really good friends and neighbors.

* * *

The following Monday morning Peter and Gwen were waiting outside of Midtown Science High School together. Peter was sitting on a table with his feet on the chair with Gwen doing the same sitting on his right. The both of them had one arm wrapped around the other while they waited for school to begin. Peter kissed the top of Gwen's head softly. He had already filled her in on the puzzle of information he had gotten from Connors over the weekend when he had gone to visit him in prison.

"What do we do now?" Gwen asked. "Where do we even begin to look for answers?"

"I don't know," Peter shook his head. "I don't know. It's not like my father left me a guide book when he left me with my aunt and uncle."

"He did leave the briefcase." Gwen pointed out. "It did have the only copy of the formula he used to create the spiders."

"So?"

"So, maybe he meant for you to find it." Gwen said. "You did tell say your uncle had been asked by your dad to keep it safe. He probably knew they wanted the formula but didn't want to destroy it so he left it in your aunt and uncle's house. The only person who would bother to go through the briefcase would be you. And you were probably the only one who would've known about the secret compartment in the briefcase anyway."

"Yeah, my dad had a thing for secret compartments." Peter nodded. "He had them all over the house."

Gwen opened her mouth to say something else but she was cut off by a long black limo pulling up in front of the school. Peter noticing his girlfriend's attention was elsewhere turned as well to see what she was staring at behind him. Everyone who was standing outside the school saw it as well. People began whispering trying to figure out who it belonged to and wondering if it could be a new student. Gwen frowned turning to look at Peter in curiosity. Both of their faces mirrored the other's confusion and clueless look. The limo pulled up to the curb in front of school and the door in back swung open. A teenager dressed rather nicely with a pair of sunglasses, dark black jeans, a dress shirt, a dress jacket, and a backpack slung over one shoulder stepped out. Peter's jaw slackened as he recognized the well dressed teenager standing in front of everyone with a polished white grin. Gwen caught the look on her boyfriend's face.

"Do you know him?" Gwen asked.

"Yeah," Peter croaked. "But I haven't seen him in years."

"You don't seem thrilled to see him." Gwen observed. "Something happen between the two of you the last time the two of you talked?"

"No, not really, I'm just shocked." Peter said, still slightly stunned. "I didn't think I'd ever see him again. I'm just surprised since I haven't talked to him in years."

"Who is he?" Gwen asked.

"I'm surprised you don't know him." Peter chuckled. "That's Harry Osborn."

"Peter Parker!" A voice chuckled. "As I live and breathe. What? No hello for your oldest friend?"

Peter and Gwen's head swiveled in the direction of the voice. Apparently, Harry had seen Peter sitting with Gwen and made his way over to them. Everyone in the courtyard looked rather shocked by this turn of events. Peter was a well known outcast. Most people made it their mission to avoid him if they could help it or they used to because of Flash. They didn't want to anger him by being seen with his favorite punching bag. Now people warmed up to him but he was still an outcast as far as most people were concerned. So, when the obviously rich new student walked up to the school social outcast called him by name and called him his oldest friend people took notice. Peter's mouth opened several times without anything coming out.

"Some things never change," Harry chuckled. "Nice to know Peter Parker is one of them."

"Sorry, sorry," Peter shook his head. "It's good to see you, Harry. But last time we saw each other I thought we were saying goodbye for good. I didn't think your dad was ever going to let you leave military school."

"Neither did I," Harry chuckled. "My dad changed his mind, family issues."

Peter and Gwen shot each other a look wondering if it was about his father's current medical condition but neither of them said anything. Technically, no one was even supposed to know about Norman Osborn's medical problem so saying something would give them away. Instead Peter took a deep breath turning back to one of his oldest friends with a small smile.

"Are you finishing out school here?" Peter asked.

"Yup," Harry nodded slapping his hand on Peter's shoulder. "But I was hoping my best friend, the smartest kid in school, wouldn't mind tutoring me. I'm behind on everything here and I'm going to need so help in order to catch up. If I don't do well, it's going to be my ass!"

"Uh, um, uh," Peter stammered. "Sure, sure, sure."

Peter shot Gwen a look as she raised an eyebrow at him but he just shook his head. Harry saw the two of them looking at one another and for the first time he seemed to realize Peter knew the girl he had been sitting with. And based on the conversation they were having without even speaking Harry would venture to guess Peter knew this blonde girl rather well. He wondered who she was and what she was to Peter. He could see the look she was giving him, it looked, almost teasing. After a moment Peter turned back to look at his friend.

"Are you going to introduce me?" Harry asked. "I think we're being rather rude."

"Oh, ah, Harry this is my girlfriend Gwen Stacy." Peter turned to Gwen. "Gwen, this is one of my oldest friends, I've known him since I was two, Harry Osborn."

Gwen held her hand out to Harry so she could shake his hand. She then rose from her seat so she was standing beside Peter in front of Harry. She had her backpack on with some of her books in her arms holding them tightly to her chest. Peter turned to Harry watching as the wheels spun in his friend's head. Harry chuckled softly before a grin broke out onto his face slapping another hand down on Peter's shoulder so he could tug his friend closer to him. Peter let himself be pulled into his friend despite knowing he could've stood his ground against him. There wasn't much that could knock him over if he didn't want to be pushed over.

"Well, well, well, Peter Parker has a girlfriend." Harry chuckled. "Good for you man! It's really nice to meet you Gwen. I guess I was wrong before though, some things can change. Has she become your new bodyguard? We should sit down sometime to talk, I've got plenty of embarrassing stories from when we were little kids going to school together I can tell you about."

Peter was shaking his head at Harry mouthing no over and over again to his friend who just laughed it off continuing to speak to Gwen instead. Peter turned to his girlfriend looking for help or sympathy but instead he found she looked rather amused by the situation. Peter blinked his jaw quirked as he looked down at the ground thoughtfully. He probably shouldn't be surprised by his girlfriend's lack of help in this situation considering how much she seemed like watching him squirm. He felt like an ant with Gwen and Harry holding the magnifying glass over him so they could watch him burn. Peter pursed his lips.

"Okay, great thanks, man." Peter nodded. "I appreciate the thought."

Peter shook his head hearing the bell ring telling everyone it was time to get to home room. Harry didn't seem bothered by the noise but it seemed to stun everyone else outside into motion. Everyone had just been standing there watching the interaction between the three of them because they were so curious about Harry joining them here at school. Peter shook his head at all of them, sometimes some people were so easily distracted. It was like dangling a shiny object in front of their faces and they were all spellbound by it. Gwen on other hand immediately said something about getting to homeroom before they were late. Gwen was never late to anything. Peter knew it was the opposite of him in so many ways as he was usually late to everything, all the time. Even before his Spider-Man duties began taking up so much of his time and making it impossible to be on time to anything he was late to everything.

Peter waved to his friend following his girlfriend to their mutual homeroom. Peter wrapped his arm around Gwen's waist feeling her wrap her own around his shoulder leaning her head on his chest as they walked. He kissed the top of her head. Gwen looked up at him with a smile on her face but he knew the smile all too well. It was a teasing smile that she used whenever she wanted to keep him on his toes. And that was just about all the time. Peter gave her an expectant look as he waited for whatever she wanted to say.

"He seemed nice," Gwen giggled. "I think I'd like to hear some of those embarrassing stories."

"No, no you don't." Peter shook his head.

"Irony," Gwen teased. "You'll tell me about a certain fetish for spiders and spandex but no embarrassing stories. What could possibly be harder to say than that?"

Peter blinked as he thought about it for a moment stopping short just outside of their homeroom. He turned to look at his girlfriend. "Good point."

"So, do I get to hear the embarrassing stories?" Gwen grinned.

"No," Peter shook his head. "I just said it was a good point."

Gwen elbowed him in the side as she and Peter went into their homeroom together. Peter just chuckled in response to her attempt at trying to hurt him only serving to make her do it again only harder. Peter caught her elbow before she landed another blow to his ribs. She shot him a look as he did his best not to chuckle at her again. He guessed it would only lead to her trying to injury him again. He kissed the top of her head instead as they were forced to separate in their homeroom in order to take their seats. As always Gwen was seated in front of him in this class, although he would never understand why it always happened that way whenever they had class together. It wasn't like he was particularly  
fond of the back of her head. Gwen turned in her seat giving him a small smile as the bell rang and their homeroom teacher called the room to order. Peter smiled in return before she faced forwards again like the ever perfect student she was. Peter pursed his lips doing his best to focus but homeroom didn't keep enough of his brain working so of course it began to wander thinking about other things instead.

Peter's thoughts drifted off to what he had learned from Connors meant, to everything he and Gwen had been talking about this morning, and his old friend's arrival in town. It wasn't that he wasn't happy to see one of his oldest friends but it had caught him off guard. He had never expected to see Harry again. The last time he had seen him his father was shipping him off to military school. He and Harry had remained in contact for a while before everything seemed to thin out until they didn't speak at all. The two of them hadn't spoken or corresponded in years. Before Harry had left the two of them had been relatively close as Harry was the only real friend he had ever really had before he met Gwen or even Mary Jane. They had met when his father worked for Oscorp. Another child of another scientist had been picking on Peter trying to beat him up when Harry came to his defense. It was how they had met. Later, it became a tread in their friendship where Harry defended Peter against bullies when they went to school together while Peter did his best to make sure Harry got to the next grade each year.

Harry had been sent to military school not just for the massive amounts of fights he had gotten into not just in protecting Peter but also in not being able to keep his mouth shut. Harry had a bit of wild streak in him that he refused to relinquish. He was reckless and very hotheaded. Peter often said Harry was the kind to shoot first and ask questions later. In some things it helped, but when it came to staying out of trouble it often got him into more than he should've been. Eventually, his father had gotten sick of cleaning all of his messes and bailing him out of jail all the time so he decided Harry needed to learn a lesson the hard way. A week later, Peter and Harry said goodbye believing if they saw each other again it would be once Harry was out of school and his dad's thumb. They basically thought Norman Osborn's funeral.

Peter just wished he knew why now his father decided having son around was such a great idea. Peter knew neither of them got along very well. From what he had heard from Harry and just by watching his old friend he knew they had no common interests. Harry's father's only interest was in his work which Harry never had any sort of interest in of any kind. He hated science and the only reason he passed his classes was because he memorized what Peter taught him every year long enough to pass the tests. Peter also knew part of the reason Harry got into so much trouble was because he wanted his father's attention and he thought the only way to get it was to act out. His friend may have grown up with a father but he may as well have been gone. Harry saw very little of his father and they lived in the same house. Peter had never even met the man. He had said goodbye to Harry as he gotten on to the plane but Harry's father never even showed up to see his son off. Harry had thought it to be no surprise but Peter couldn't believe a person could be so callous to their son. His uncle who wasn't even his father would've been there for him no matter what.

Peter guessed so people would never make any sense to him. He was snapped out of his thoughts by the bell ringing and his girlfriend rising from the seat in front him. Peter took a deep breath before trying to shake off the thoughts because he had to focus on school as well as figuring out who was coming after him from Oscorp. The last thing he needed was someone sneaking up on him without knowing the reason behind the attack. His father left a puzzle for him to solve, he had some of the pieces, and all he had to do was find the rest so he could put them together.

Yeah, he thought sarcastically, should be easy enough.

* * *

**A.N. We met some new characters in this chapter. What do you guys think? How am I doing with this story? **

**Let me know what you think! So, please post a review! I love knowing whats going on in yours head when you read. Just don't be rude! **

**Thank you so much! Don't forget to REVIEW! PLEASE! :)**


	5. Five

**A.N. Thank you to everyone who has posted a review! :) I loved them! **

**Hope everyone noticed this chapter and the last have been from Peter's point of view. The next will be too. I'm thinking it will swap every three chapters. Just a heads up. **

**Now let's get to the story. ;)**

* * *

Five

Peter and Gwen spent the next few days trying to piece together all the pieces they had of his father's puzzle he had left behind. They knew his father had bread the spiders successfully using his formula Peter had found in his father's old briefcase. They knew his father had refused to test it on humans because he said it wasn't ready. They knew for whatever reason Oscorp didn't like the answer very much and basically tried to steal the formula so they could do it instead. Prompting his father to pack up and take off with his mother where they later ended up in a deadly plane crash, something Connors isn't entirely sure was an accident. They also knew Oscorp is going to want more information on Spider-Man. Spider-Man is the only successful cross-species to ever exist. Oscorp is going to want to know how and Connors is sure they will use any means necessary to get to him.

Peter was concerned with trying to figure out why Oscorp was so interested in successfully creating a perfect cross-species. He wanted to know why they were willing to kill for the formula. What was so important that they needed it so badly? It couldn't be that Norman Osborn was dying of liver cancer. He would have been dead already if his father had been working to save him. Something told Peter it was just a front for whatever they really wanted it for. Peter figured there was something bigger going on beneath the surface of Oscorp. The problem was he just didn't know how to find out what was going in Oscorp.

Gwen on the other hand was more concerned with what would happen if they ever managed to catch Spider-Man. She was more than happy to help him with the mystery his father left behind for him to figure out but she was concerned about his wellbeing too. After Connors lab was finally shut down she had seen how far other scientists had taken his research. They were experimenting on animals by giving them human DNA. Once Connors was taken to a mental hospital the people of New York demanded Oscorp shut down the cross-species testing entirely. Oscorp then began cleaning everything out under the tutelage of Alistaire Smythe who was the head of robotics at Oscorp. He had been cleaning out the cross-species but they had escaped infecting others while destroying part of New York all at the same time. She had seen just how awful Oscorp could be when it came to what they wanted. She didn't want to think about what would happen if they managed to catch Peter.

"As long as no one knows who I really am and I have the ability to return to a normal life where they can't find me, I'll be fine." Peter insisted.

"Oh, you mean like Connors didn't find out?" Gwen pointed out. "Or Smythe? Both of whom worked for Oscorp! It isn't safe. If they catch you they'll cut you open to study you. They're going to want to know everything there is to know about you. They're going to want to know how you got your powers. They're going to kill you if they find you."

Peter and Gwen were sitting together on the clock tower again where they had a date after she had patched up the slashes on his chest. Peter had wrapped a blanket around the two of them as they sat together overlooking the city. Peter wanted to tell her Smythe had been a fluke when he found out who he really was. He guessed merely because Spider-Man had been talking specifically to Gwen after she had been giving him a tour of Oscorp where several cross-species responded to him rather violently because they sensed his blood. The odds someone else ended up with that amount of information were unlikely. Peter had been careless when it came to contacting Gwen because he had been concerned for her safety as she had also been infected by the cross-species virus as well. He doubted something like that would happen again.

"Then let's not let them find me." Peter said softly. He grasped her face between her hands to look her in the eyes. "We have to figure out why they want the formula so badly first."

"Peter, even if we do figure out why they want it; what are we going to do?" Gwen asked. "Whatever they want it for is going to be dangerous. They've killed for this formula. There is not line they won't cross to get what they want. How do we know they won't just kill us and take the formula for themselves?"

"I don't know," Peter shook his head. "I don't know. I'm not going to let anything happen to you though no matter what. I'm not going to let them hurt you."

"Peter," Gwen said warningly.

"No," Peter shook his head. "I already broke my promise to your father to stay away from you to keep you safe. I'm not going to let anyone hurt you over a stupid formula. I won't let that happen. If I can't keep my promise to stay away than I'm not going to let you get hurt because I'm here. I promise you that."

"Peter," Gwen whispered softly. "You can't protect me all the time. That's impossible and besides we'd probably get sick of one another soon enough."

"I doubt that," Peter said with a grin.

"Listen Bugboy," Gwen smiled warmly as he looked up at the nickname. "Don't get so caught up in saving me that you lose sight of everything else. I can protect myself."

"I _don't_ doubt that." Peter said firmly. "I know you can protect yourself but I don't want to lose you. I've lost so many people in my life that I don't want to add you to the list. I've lost my parents, the only father I've ever known, and I watched your father die. He was one of the only people who ever managed to get through my thick head to make me realize I may have been doing something wrong even if I didn't mean to. In my lifetime I've been to too many funerals. I'd rather not attend yours any time soon. If I did I would hope it meant you died of old age and lived a full complete and happy life."

"I don't plan on going anywhere, Peter." Gwen pulled him closer to her. "But I want you to promise me that you won't let anyone else die just to save me. I wouldn't be able to live myself if I knew someone else died because you refused to let me go."

"I can't, I can't, I can't," Peter shook his head. "I can't promise you that."

"Why couldn't you have said that to my father?" Gwen muttered rhetorically. Peter shot her a look. "Peter, I know it's a lot to ask but it's not fair just to let someone else die just because I'm your girlfriend."

"I wouldn't be able to live with myself if I didn't save you." Peter mumbled. "Losing you…"

"I know," Gwen whispered.

She placed her hands on either side of his face as he sighed leaning his forehead against hers. She could feel Peter wrapping his arms around her waist beneath the blanket pulling her even closer to him than she had been before. Gwen slide her hands from either side of his face putting her right on his shoulder and her left around his shoulders pulling him closer as well. She gently rubbed his tense muscles trying to ease some of the tension she had been creating in them by asking him to promise her this. Peter sighed taking a deep breath trying to focus on his girlfriend who was gently rubbing his back.

"What is it with you and your family asking me for all of these promises?" Peter asked tiredly.

"I'm sorry," Gwen asked softly. "I know it's a lot to ask, Peter."

"I promise," Peter said softly. "I won't save someone else over you, Gwen. But I promise I'm going to do whatever it takes to protect you and make sure you're never in the position where I have to choose."

"I can live with that." Gwen whispered.

Gwen pulled Peter even closer to her so she could hug him tightly. Peter didn't want to even think about losing Gwen. After losing so many other people in his life, losing her would be a deathblow, and he wasn't sure he'd be able to recover from that.

Peter shook his head trying to forget the awful conversation he had with Gwen along with the promise he made to her. He didn't want to think about it. The more he thought about it, the bigger chance there was it may eventually become a reality and he didn't really want to go there with his thoughts, ever. It had been a few days since his conversation with Gwen and he was hoping to take his mind off of everything by patrolling the streets but it was a slow night. In fact, it had been slow since the incident at the Oscorp Tower. Online many people attributed it to no one wanting to take on Spider-Man after he had taken on a giant lizard that was unable to be stopped by the police no matter what they used on him. Peter usually found himself listening to his makeshift cell phone police scanner while playing a bubble breaking game on his normal cell phone sitting up on some building. There wasn't much for him to do on some nights. Other nights it seems he can't catch a break and everything that could go wrong, did.

What Peter didn't know was tonight was going to be one of the nights where everything that could go wrong was going to go very, very wrong.

* * *

Peter had been playing a game on his phone when the sky decided now seemed like a good time to open up to pour down on the city. Peter tucked his phones into his backpack slinging it over his shoulder before he ducked under an overhang to keep dry. He held his mask in one hand as he looked out over the city wondering if he would be able to wait out the storm instead of having to go home in such awful weather. After finding out his web shooters didn't work in water Peter had redid them so they would be waterproof instead. Peter leaned against the wall with a sigh hoping it would pass soon. Suddenly, the sky crackled and thundered as lightning crashed down. Guess not, Peter thought as more water poured from the sky if was even possible. He pulled his mask on preparing to go home until his cell phone police scanner went crazy on him. He pulled it out of his bag so he could whatever they were saying.

"Lightning struck a power line. There were people working on the poles, possible people injured. Power lines are down. Repeat, power lines are down. Policemen and firemen are struggling to get close to see if anyone was hurt." A woman's voice said. "It seems someone may have been too close when the lightning struck. Ambulances are on route. Police are beginning their attempt to get to anyone."

"So much for going home," Peter pulled on his mask. "Let's go see if anyone's hurt."

Peter tucked the scanner back into his bag, slung it over his shoulder, and jumped from the side of the building. He let himself fall a ways down before he shot a web at one of the nearby buildings. He made his way to the edge of the city as quickly as possible. Before he even got close to the accident he already saw multiple problems including where the lightning had struck the pole, the wood was severely damaged. If hadn't been raining as hard as it was the pole would probably be on fire right now. The power lines that had been attached to the pole were hanging down between two still standing pole above a giant puddle on the ground which was quickly turning into a small pond. He could see the workers easily from so high up in the air. They were screaming for help but the power lines on the ground made it hard for the police to maneuver down to them. As did the rain which was turning the small hill the police and firefighters had to descend from into a mud pile. All them were sinking and sliding into the ground unable to hurry to them men to help them.

The police were also setting up giant lights so they could see the workers better through the conditions and the night. Peter moved as quickly as he could to the scene as he saw the pole begin to sway in the heavy rain. Over the rush of the rain he could hear the cracking of the wood as it buckled under the weight. Peter shot a web towards it but he was too far away to catch it before the pole crashed down onto the wires taking down the two poles on either side of it.

A man who had been on the pole attempting to fix the wires when everything had gone very wrong was still clinging to the side of it as it fell. He ended splashing into the puddle along with the power lines creating a brilliant blue flash as the electricity arched along through the water and the man. Peter finally saw the man clinging to the pole for dear life as it rushed quickly to the ground and quickly fired at the man pulling him back as he landed on the bottom of the hill. Peter pulled as hard as he could to get the man from the water as fast as he could. Peter caught the man easily setting him down on the ground hoping he was alright. Peter found a faint pulse gently smacking the man's face trying to get him to open his eyes and make sure he was alright.

"Can you hear me?" Peter yelled. "You've got to wake up!"

The man lying in front of him opened his eyes slowly almost as though he were in a daze of some kind. He blinked several times looking at Peter. He reached up with his hand touching his mask gently before Peter pulled his hand away unsure of what he was trying to do.

"You're, you're Spider-Man." The man said, awed. "I can't believe it. It's really you."

"Yes it is," Peter said hurriedly. "Can you tell me your name?"

"Uh, Maxwell, Maxwell Dillon." Maxwell said tiredly. "What happened?"

"It doesn't matter right now." Peter said softly. "All that matters is that you're alive. You're very lucky, Maxwell because that could've gone a lot worse."

Peter heard the crackling of electricity around him as he saw the rest of the workers come running up to him and Maxwell. Peter helped Maxwell to his feet handing catching him as he swayed. Peter looked at the workers before scanning the area around him. He needed to know if there was anyone else who could've been hurt or missing right now. He didn't want to leave anyone in the lurch; he needed a head count, roll call, or something like it. The wires were still hissing as if they were alive. Maxwell was moaning in pain and was holding his head like there was something wrong. He kept saying he felt weak over and over.

"Do we have everyone here now?!" Peter yelled.

One of the workers nodded. "I counted, we're good!"

"Don't jinx us!" Peter heard another crash of thunder then watched as the sky lit up. "I'm going to get everyone out of here! Just hold on! I'm going to take him first and then I'll come back! Don't move from this spot! You should be safe here!" Peter turned to Maxwell. "I need you to hold on tightly to me!"

The man nodded numbly as Peter carefully seated the man on his back so his body was draped over his own but still allowed him to move freely. The workers nodded as Peter had slung Maxwell over his shoulder shooting another web to avoid walking the hill. Once he was up he found EMTs and policemen waiting to take the man from his back. Peter yelled he was going back and without waiting for an answer he turned and jumped back down to the other men. Two by two Peter slowly got everyone out of harm's way using his webbing to carry them because he wasn't worried about further injuring them. The police barely acknowledged him and he was grateful suddenly to the new Captain for removing his arrest warrant after he was promoted. Peter figured Captain Stacy would've done the same only he never had the chance before his untimely passing. At least he was free of the burden of worrying about being captured by the police and arrested with who he really is splashed on the front page of every newspaper.

Peter swung over the accident scene a couple times afterwards to make sure he hadn't missed anyone as the police shut the power down. The firefighters moved down the slippery hill to examine the damage. For the most part they were going to need new poles but other than that it looked okay including the wires. He could see they were exposed but it looked like something had been cutting in them or repairing them. Peter guessed it was probably the man who had fallen into the puddle. He swung around until he was sitting on the side of building watching the scene in front of him for a moment. The man he saved, Maxwell was getting medical treatment inside an ambulance. For a man who had just been electrocuted he looked surprisingly alright and rather coherent. Peter was no expert on getting electrocuted and what happened to most people but he was pretty sure they're usually worse off right after it happens. Peter shook his head feeling somewhat drained from the whole ordeal deciding it was best to just leave. Maxwell was alright that was a good thing, it wasn't something to worry about.

Peter quickly shot another web before he disappeared into the night not realizing the man he had saved from a certain electric death was watching him in complete and utter awe.

* * *

Peter was almost happy it was pouring as hard as it was on the way home because if it hadn't been the mud his suit had been covered in wouldn't have washed off enough for him to slip into his bedroom quietly. He changed quickly into his regular clothes throwing his suit into the bathtub before he disappeared through his open window again. He was pretty sure if he walked in with his clothes soaked through because of his Spider-Man suit beneath his aunt would want to know why and what he was wearing under his street clothes. Peter dropped down in front of his house landing with a soft thud on the walkway praying no one saw him doing so as he jogged up the stairs and unlocked his front door.

As always Peter was late, his curfew passed some time ago, and as always his aunt was sitting at the dining room table in her pajamas waiting for him. Tonight, Peter noticed she looked like she was ready to fall asleep right there at the table. He smiled goofily at her dropping his skateboard and backpack by the door both of which were soaked despite that he had covered them with webbing trying to keep them somewhat dry. Peter's hair was soaked as he walked into the kitchen although his clothes were still relatively dry since they hadn't been out in the rain as much as he had been.

"Hi, uh, I, uh, I got caught in the rain." Peter said. "I'm sorry I'm so late."

"Everything okay?" His aunt asked.

"Yeah, uh huh, everything's great." Peter nodded rapidly. "I'm going to bed. Get some sleep, Aunt May. Make sure you count how many hours."

"Good night, Peter!" Aunt May called after him as he went running up the stairs.

She shook her head put her mug of tea in the sink before she went to her own bedroom. As she walked down the hall she could hear Peter running the shower. Peter grabbed a towel from his rack so he could dry his hair while he washed off his suit before the mud dried could dry. As he scrubbed his suit in the tub he realized this was going to be a long night as he tried to clean his suit. To let his suit dry but to keep it out of sight he placed it in his closet. Then he put out his backpack in his room with everything in it so it would dry. Peter changed into some dry clothes got into bed pulling the covers over his entire body and just as he was beginning to doze off his phone went off startling him. Peter grabbed his phone off of his night table.

_You'd better be dead, Bugboy, because if you aren't, and you didn't text me you will be. You should be home by now. _Gwen's message read.

Peter had completely forgotten to text his girlfriend because he had been so busy trying to figure out how to remove mud from spandex. Quickly he typed out a message to his girlfriend. _I'm home, I'm safe, and you can kill me tomorrow. Sorry, I didn't text you sooner._

_You can count on it, Bugboy. _Gwen was basically promising she was going to kill him tomorrow, making him smile softly. He'd take on a giant lizard without worrying about his own safety but taking on his girlfriend, now that was a frightening concept. Peter shook his head typing her another message pushing send.

_Goodnight, don't let the bed bugs bite. _Peter dropped his head down on his pillow.

_Only bug I'm worried about is you._ Gwen teased. _Even if you aren't technically a bug. _

_I don't bite, much. _Peter teased in return.

Peter kept texting Gwen until he ended up falling asleep because he was so tired. Gwen just figured he had fallen asleep, plugged her phone, and went to bed herself instead of worrying about her boyfriend.

* * *

"So," Gwen began as she approached Peter at his locker. "Do I still to get to kill you?"

Peter chuckled softly as he turned around to face his girlfriend as he leaned against the locker beside his open one. Gwen smirked at her boyfriend raising her eyebrows at him as he looked up at her sheepishly. For a moment he was caught by how beautiful his girlfriend looked. She was wearing a headband, with a nice blouse, and skirt. She clutched her books to her chest as she looked him expectantly with her eyebrows raised. Peter opened his mouth and closed it several times as he tried to talk to his girlfriend.

"Well, I did say you could kill me today, so I guess so." Peter smiled sweetly at her.

"Uh huh," Gwen nodded. She inched closer to him. "So, what happened last night anyway? Why did you end up getting home so late with a need to clean your suit?"

"The storm last night knocked down the power lines." Peter explained. "I was helping them and ended up covered in mud. Thankfully, the rain washed most of it off but it was still caked into the spandex. Anyway, that doesn't matter."

"Did everyone get out alright?" Gwen asked worriedly. "Was anyone hurt?"

"I got everyone out." Peter looked around for a moment before leaning closer to her. "But something strange happened as well. I pulled a man out who had been electrocuted by a fallen power line. He walked away without so much as a scratch. He wasn't hurt at all by what happened. He had a few bumps and bruises from falling off of the pole in the first place but aside from that it was like it didn't even bother him. He seemed perfectly fine when the EMTs were checking him out."

"That's strange," Gwen frowned. "Was he wearing a non-conductor?"

Peter shook his head. "I already thought of that, he wasn't, other than his gloves because he had been working on the high voltage wires when he fell."

"Like I said: strange." Gwen said softly. "At least he isn't hurt."

"Thankfully," Peter agreed. "Still want to kill me?"

Gwen rolled her eyes at her goofy boyfriend before she slipped her arms around his neck kissing him softly feeling his own arms wrap around her waist fitting her against his body. He marveled at how easily she fit into his body as if she belonged in his arms. As the two of them broke apart both of them heard someone whistling down the hall before they broke out into full blown cheering. They both turned their heads to see who was clapping and yelling at them.

"Woo!" Flash yelled. "Way to go, Parker!"

His yelling brought them to the attention to everyone in the hallway including Harry who turned from his own locker to smirk at his friend. Gwen took a deep breath as a blush began to stain her cheeks stepping away from Peter breaking his hold on her. Peter kept his hand on her waist stepping with her as he slammed his locker down shut. Flash whooped as he made his way down the hall to both of them. Everyone in the whole hallway stopped to see what was going on and wondering whether or not this was going to break out into some kind of fight. Flash hadn't been mean to Peter since what happened in the gym when he broke the backboard but everyone was wondering if it was temporary. They kept wondering if Flash was going to do something to Peter to get back at him. Peter doubted it though because Flash had finally been given a taste of his own medicine. Flash had gotten the opportunity to be the one who was picked on, the one who needed help, and the one who felt completely helpless because no one was bothering to stand up for him. Flash hadn't just been nicer to him but to everyone he had picked on as well.

"Alright, Parker!" Flash slapped a hand on Peter's shoulder. "Gwen," he turned to her politely. "Congratulations, I'm happy for you, both of you."

Flash slapped his hand on Peter's shoulder once more before he turned to look at Gwen who had been his tutor for quite some time now. He smiled politely at her giving her a shot nod of his head with a polite, warm, shy smile he reserved for people he actually considered his friend before walking off to leave them in peace. The people who had been staring at them like they were a TV show turned their attention back to their lockers and friends. Peter opened his mouth returning his attention to his girlfriend when he noticed Harry was making his way over to them. He could see his friend was mulling something over in his head as he came over to them. Gwen leaned back into his body more comfortable with less people staring at them. Harry smiled as he walked up to Peter and Gwen and put his hand on his chin thoughtfully.

"I remember," he began. "Getting beat up by him a few times as well as beating him up a few times. Would you care to explain what happened? Because that doesn't seem like such a bully to me anymore."

"I," Peter let out a short breath. "I stood up for myself."

"In the process of standing up for yourself you ended up with community service and a broken backboard all at the same time." Gwen pointed out. "You're lucky you weren't expelled."

Harry nodded his head chuckling as he did so. "Sounds like you made quite a stand for yourself, Peter. I'm sorry I missed it, man. I spent years trying to convince you to actually stand up for yourself and when I leave you actually do it. Go figure. Did you plan that?"

"Sorry," Peter said. "Next time I'll make sure I catch it on film or something so you can see it."

"Good plan," Harry said sarcastically. "But maybe you could just fill me in on all the details instead of giving me the short, vague version of what sounds like it should be an excellent story. Anything that has a potential expulsion and a broken backboard has to be one hell of a story."

"Maybe I'll tell it to you sometime." Peter teased.

"What's wrong with now?" Harry asked. "I'm not sure I want to wait to hear it."

Peter held up his hand as the bell rang loudly through the hallways. He just shrugged at Harry as he wrapped an arm around Gwen's waist starting to walk to homeroom together before they were late. Gwen giggled softly leaning into her boyfriend as they walked sliding a hand up his back to hold onto his shoulder gently squeezing the firm muscles she felt there. Peter pulled her tighter against his own waist keeping her locked firmly to his side with little room to move, marveling again how well she fit against his body.

"I'm looking forward to it." Harry called after them chuckling.

* * *

Peter dropped down onto Gwen's fire escape a few nights later. He was about to knock on the window until he saw his girlfriend in her room sitting on her bed with her hair down and a book in her lap. He could see how hard she was concentrating on whatever she was reading. Peter saw how beautiful she looked when she was reading and he wished he had his camera with him so he could take a picture. He wanted to remember how gorgeous she was because a picture will never dim, not like a memory. He almost didn't want to interrupt her. Peter waited another few minutes before he knocked gently on the window catching his girlfriend's attention who looked up from her book. She smiled warmly at him, lighting up as soon as she heard him knock. Gwen quickly shoved her bookmark into the book before she slide off her bed and went to the window lifting it open.

"I'm never going to convince you to use the lobby instead, am I?" Gwen asked. "I thought you liked torturing my doorman. What happened? Did it get boring?"

"I like the fire escape." Peter shrugged. "It's faster than an elevator or a set of stairs."

"If my family catches you in here enough they're going to wonder how I managed to get you into the apartment without them noticing." Gwen nodded. "They made a lobby so people could come in and out of the building, you know. And the fire escape, well that seems relatively explanatory now doesn't it? Why does the fire escape appeal to you so much?"

"I don't know," Peter shrugged with a grin. "I like being able to come and go without worrying that someone is going to tell me I can't see you. With the fire escape the only one who can turn me away is you and I doubt you're going to turn me away no matter when I show up on your fire escape."

Gwen shook her head muttering something about cheesy and charming Peter pulled her closer kissing her cutting off whatever else she was going to say. He placed his hands on either side of her face as she fisted her hands in his shirt keeping him pulled against her. Peter wasn't sure which one of them had started moving towards the bed first but all he knew was that they both of them ended up tumbling into the bed together. Gwen laughed as Peter almost fell off the side because they didn't land in the middle. They landed more on the side and as Peter laid back he almost toppled over the side. His quick reflexes saved him as he righted himself before Gwen finished laughing at him.

"That's not funny," Peter said softly.

"It's a little funny," Gwen teased.

Peter shook his head tickling her sides making her giggle uncontrollably as she tried to stop his wiggling fingers. Gwen pushed his hands away kissing him again hoping to distract him so he wouldn't continue his revenge on her for laughing at her. Gwen took both of Peter's hands in her own pinning them above his head as she crawled on top of him. Peter knew he could break free of her hold if he really wanted to and he knew she probably knew he could too but both of them knew he wouldn't, at least not for the moment. Gwen smiled softly at her boyfriend when she pulled away from him keeping her lips just out of reach of his. She kissed him again breaking away again when she heard her phone going off. She released Peter rolling over on to the other side of her bed towards her desk grabbing her phone.

Peter turned to look at her as she checked the message with a frown. After a moment she placed the phone back on the table before she rose and went over to her computer. She quickly typed something in with a heavy sigh as she frowned at her computer as well. She looked rather confused by whatever she was looking at making Peter frown. There weren't many things in the world that confused Gwen Stacy, whatever was on the screen, well, he wasn't entirely sure if he wanted to know.

"Everything okay?" Peter asked.

"It's something we've been tracking at Oscorp." Gwen shook her head. "It makes absolutely no sense."

"May I?" Peter motioned to the computer.

"Please," Gwen nodded her head. "If you can make sense of whatever is going on in New York I'd love to know because everyone is stumped at Oscorp. It's a series of electrical surges across New York. Normally, it wouldn't be so odd because power surges occur across the city, they're normal. What's strange is the power surges keep occurring where there is no reason for them. It happens in apartment buildings but nowhere near power plants or major electrical units where most of them usually happen."

Peter stared at Gwen's computer screen listening to her explanation as he looked over the map she had pulled up on her screen. It had bright red dots on it indicating where the power surges were occurring. Each of the dots also had a number in the center listing in what order they happened. Peter brought his fingertips to his lips as he carefully looked over the entire map studying it carefully. There had been at least one power surge everyday usually happening sometime in the middle of the night. Peter ran his fingertips across the seam of his lips as he scrolled up and down on the map. Gwen leaned over his shoulder looking at her computer screen wondering what was going on in her boyfriend's head.

"It's almost like there's something pulling the electricity towards it." Peter noticed something. "The first power surge was when the power lines fell."

"I was thinking they might be connected to one another." Gwen said. "The first power surge Oscorp is counting happened an hour after the accident with the power lines. The first odd power surge was the power lines falling though because it was larger than the accident should have been. I doubted it's a coincidence. Especially after what you told me about the man who walked away from the accident without so much as a scratch. Was there anything else out of the ordinary there that night?"

"No," Peter shook his head. "No, the power line fell. I pulled him out of the way. I don't think there was anything that could've caused a bigger power surge. I don't, I don't even see a pattern here. It's like these power surges are completely random. Don't most follow a line? Because it the electricity goes through a wire so power surges normally happen in a straight line or in a certain order. This has no reasoning behind it."

Gwen sat down on her bed while Peter sat in her computer chair. He turned towards her with a frown on his face. "I know, it has everyone completely baffled."

"I'm baffled." Peter said. "I'm sorry I wasn't more help."

"It's okay," Gwen shrugged. "Did you plan to come over here so I could pick your brain?"

"No," Peter chuckled. "I came over here because I was in the neighborhood and I wanted to see my girlfriend." Suddenly, a thought struck Peter. He remembered she had gotten a text before. "Did another power surge happen again tonight?" Gwen nodded. Peter returned his attention to the computer. "Did you see there is a pattern emerging? I didn't notice it before."

"Where?" Gwen stood up leaning over his shoulder.

"Every night there's a power surge at the same time. They're all at the same as the first and I mean the very first power surge you started counting at." Peter pointed to the screen. "The one you logged in tonight kept the pattern going. It's been, what five days? I think that points in a solid direction. Somehow, all of the power surges seem to be connected to that night. I wonder what's causing them thought. What is drawing the electricity all over the city?"

"I wish I knew," Gwen said distractedly.

"Why are you looking at me like that?" Peter eyed Gwen warily.

"Sorry," Gwen shook her head. "It's just nice to have someone to talk with outside of work. At Oscorp everyone there has been to college and has been working in their fields for years. I'm one of the youngest at Oscorp. It's nice to have someone else who's my age who actually understands what I'm working on and can actually help me with my job. Remember, though you can't tell anyone."

"Well, normally, I'd tell you, but…"

Gwen went to swat at his chest but he caught her wrist before she could actually touch him. His hand moved so quickly Gwen almost missed the movement completely. Gwen kissed him softly again pulling him closer feeling his hands wrap around her waist. He pulled her down into his lap wrapping his arms around her waist so he could keep her locked to his lap. Gwen wrapped both of her arms around his neck slipping both of her legs on either side of his waist. Gwen ran her fingers through Peter's hair tugging him closer to her as she tried sliding back off of his lap. Peter kept her locked against his lap hindering her process of getting up. Instead of giving her any leeway Peter pulled her even tighter against himself. Before Gwen could pull back Peter rose from his own seat tumbling back down onto the bed with her beneath him this time.

Peter rolled them over so they were situated in the middle of the bed instead with Gwen in his lap in the same position they had been when they were interrupted by her phone. Gwen pinned both of his hands above his head once more with a grin. Peter looked more amused by this turn of events rather than frightened or worried he would be stuck there. Peter couldn't help but chuckle as he thought about the strange turn of events this had taken. First he had been kissing his girlfriend, then they were talking about strange power surges, and back to kissing. They had the weirdest relationship. Well, he thought, she wanted a relationship where this wasn't all they ever did and they did talk about other things even when they were in the middle of something else. He hadn't realized how much Gwen enjoyed talking to him about everything until he caught her staring at him like that. She didn't do it very often but when she did it was usually when he happened to point something out she hadn't seen. It was a look of respect because neither of them had met an equal like the other before.

Peter turned his attention back to his girlfriend forgetting about everything else for the rest of the night because nothing was more important than Gwen.

* * *

**A.N. Uh-oh. New problems are emerging for Peter and Gwen. Think they can handle it? **

**What do you guys think so far? Is the story any good? Totally sucky? Want me to stop? Or do you want me to keep going?**

**Please post a review! And thank you for reading! :)**


	6. Six

**A.N. Thank you to those who have left reviews! **

**Here's chapter 6!**

* * *

Six

Peter had to admit this was becoming a bad habit for him and Gwen. For some reason the two of them seemed to add breaking or sneaking into Oscorp as a list of one of their dates or a way to spend time together. It seemed to happen rather often. Although, he wondered whether or not he should count the first time when he had snuck into Oscorp and all she had done was not turn him in having him escorted out by security. Gwen snuck Peter in because both of them had taken to investigating the strange power surges across the city. The other scientists at Oscorp had refused to listen to Gwen when she said there was some kind of connection between the night of the accident and the other surges. They thought there was something wrong with the city's power instead.

Apparently, they had decided not to take into account that Gwen had saved the city by making a formula to defeat Connors something everyone at Oscorp now knew but wasn't willing to share with the outside world. They didn't want anyone to think Oscorp may have purposely created the monster so they could get rid of it to look like a hero to New York. Instead, they gave Gwen a pay raise and virtually secured her entire future in the field of science once she went to college Oscorp had practically told her they would hire her right out of school. Peter knew Gwen was thrilled by this because she had wanted to work at Oscorp once she graduated college and despite the beating the company was taking for letting a giant mutant lizard roam free on the streets of New York it was still striving to better the world. Peter knew his girlfriend wanted to help people and with her intelligent mind she would be able to help so many in this field.

Gwen had recruited Peter's help to figure out what was really going on in New York looking for some way to prove they were connected with each other. They needed something solid before Gwen could confront the scientists who work here as most of them have already gone to college and are leading their fields now. So, now here they were after school one afternoon once the Tower had become fully functional again for the last couple of weeks sneaking into the Tower once more. Peter waited until Gwen clocked herself in to work, went up to the top floor, into a small abandoned room, opened the window, and then he crawled inside the building. It was easier than trying to get him cleared for a visit. She was an intern so she would have to go through her boss and then through the front office to get Peter clearance for an afternoon. Most head scientists would just tell the front desk to expect this person at this time and to let them up. Interns didn't have the same luxury.

"Good thing you can scale walls." Gwen teased. "Or we would've needed the window washing crew to let you on their lift one day."

"Still wouldn't have worked." Peter shrugged. "Heights used to freak me out."

Gwen shot Peter a look asking whether or not he was serious. She knew he didn't ever seem very bothered by how high up he was. In fact, Gwen had always thought he seemed rather giddy being up so high.

"Well, they don't know." Peter explained. "Now I feel right at home on top of a building or in the air just like I do when I'm on solid ground."

"Anyway, here," she handed him a lab coat. "You're going to need this to blend in. Don't touch anything, don't talk to anyone who seems like they're in charge, and for goodness sake Peter _do not get me in trouble_. I mean it, _do not get me in trouble._ I don't care if you do have super powers because you were bitten by a crazed spider I will kick your ass."

Peter nodded meekly as she poked him the chest throughout her rant to emphasize her point. Gwen nodded satisfied and motioned for him to follow her. Peter walked quietly behind his girlfriend looking around noting how so many things seemed just as they had before but how different they were now. It was the same floor Gwen had worked with Dr. Connors on but it seemed so much different than it had before. It was much more impersonal now. The interns were lined up in rows each had their own little desk with computer and a chair. Gwen had a desk at the front because she was in charge of the rest of the interns making sure they did what they were supposed to while they were there. Before it had been tables set up with beakers and test tubes. People moved from desk to desk getting different things and talking with one another to help each other out. Now it seemed each row helped each other but they did so quietly. It almost seemed like a library with how quiet everyone was talking.

Most of the toys Connors had kept around the room had disappeared except for the dismantled Ganali device which still sat in the corner of the room but it was shut down. The device on the roof that dispersed it and turned the contents into a cloud had been removed and destroyed from when Gwen had told him. The main component though still sat in the corner of the lab collecting dust once more except this time it seemed to be a reminder of what happened. It reminded everyone in the lab that the sciences everyone here was working on were dangerous and must be taken seriously as well as carefully tested because everyone had seen exactly what happens when they skip steps.

"It's so different," Peter whispered.

"New head of the diversion," she explained. "He likes everything nice and neat. He also thinks if we're quieter it's easier for everyone else to work."

Peter followed Gwen over to her workspace pulling out her chair for her before grabbing an empty one from another table. They were purple chairs and from the feel of them they were designed to cushion to hold people in a certain fashion once they were seated. He sat down beside her at the desk as she pulled up the map she had on her computer at home as well. Peter could see there were more red dots with more numbers on the map than there had been the last time he had seen it.

"Is a new power surge still occurring every night at the same time?" Peter asked.

"Yes," Gwen nodded. "But I went through all the different locations. Here, look."

Gwen handed him a list of different places beside the name of each place was a number and a date. Peter assumed it was the order in which they occurred and what day it happened on. He looked through the list noticing his girlfriend nodding as a frown spread across his face in response. Peter looked up at the map on the computer shaking his head.

"This doesn't make sense." Peter said.

"Tell me about it." Gwen said sarcastically. "We can add it to the collection of things that don't make sense."

"That's getting to be an awful long list in our lives." Peter mumbled. "These places wouldn't have power surges. Maybe an apartment building would. But then there's the park or the grocery store and convenience store. None of those places draw in enough power to warrant a power surge."

"You explain it to me and we'll both know." Gwen said. "It keeps happening. The places are getting stranger and stranger. The only pattern we have is the power surge that happens every night at the same time. But it never seems to happen in the same place. One night it's at an apartment building, another night it's a grocery store, another night it's in the middle of the street. And the places it happens around all have said the same thing. The lights get dimmer for a few minutes like there isn't enough electricity before everything returns to normal. The lights stay dim for the same amount of time the power surge happens. It's like something is sucking out the power."

"Almost like an electrical magnet is drawing it in and storing it like a capacitor." Peter muttered. "After all none of these places could use the amount of power that's being drawn in."

"It's like the power is being drawn there and then getting lost." Gwen explained. "Or its being stored like you said by a capacitor. But it would have to be a really big capacitor to store the amount of electricity being pulled to it."

"Good point," Peter pursed his lips. "But what else would take the electricity like that without blowing a circuit or shutting down a city block?"

"I feel like we're getting more questions here than answers." Gwen muttered.

"More like we're missing a piece of the puzzle." Peter shook his head. "Seems to happen to us a lot."

"Have you found anything more about your dad's formula?" Gwen whispered.

Peter shook his head as both of them took a quick glance around to make sure no one had been listening to either one of them. He leaned back in the chair with the papers she had handed to him. Gwen took another look around as though she was afraid someone was going to jump out and grab them. Peter looked around curiously as well but he didn't see anything he hadn't seen before.

"Write it down," she whispered.

"What?" Peter gawked. "I thought we destroyed it for a reason."

"I know," Gwen looked around once more. "I know, but I work better when I can see it in front of me. Having it in front of my face helps and you remember it better than I can."

Peter peered around them once more understanding her overly cautious behavior. This formula had destroyed the Oscorp Tower and almost an entire city of people their lives. It _had _cost her father his own life. As far as they knew it may have cost Peter's parents their lives as well. So, both of them had every right to be concerned when it came to putting this formula down in a permanent fashion. They couldn't let anyone else get their hands on it because they couldn't predict what someone was going to do with it. They could try to save the world and end up destroying it instead. He took a deep breath as he scribbled the formula down onto a piece of paper she handed to him. He slid it in front of her before leaning back in his seat once more looking around at all the other interns still working diligently in their own little spaces.

Peter watched as Gwen looked over the piece of paper with a pen as she carefully went through each section of the formula. After a moment he watched as she pulled out a book from one of the drawers in her desk. It was the same book he had read Dr. Connors research in. It held every decay rate algorithm he had ever bothered to try. He leaned forward as he watched Gwen flip through the pages comparing the decay rate algorithms to the one Peter had just drawn up. He watched as a frown creased her face. Peter leaned over her shoulder to see what she was looking at so he could understand the reasoning behind her frown but all he saw was the decay rate algorithms. He raised an eyebrow at her as she turned to face him for a moment. Without saying a word Gwen took him by the wrist with one hand holding the book and the page with his formula on it and dragged him away. Peter opened his mouth several times to question his girlfriend but he couldn't figure out what to say exactly.

Peter recognized the room she dragged him into. It was the same room where he had helped Connors run the simulation tests on the computerized Freddy. Gwen locked the door behind him once she had dragged him into the empty room. Peter couldn't help but wonder what his girlfriend was thinking because she was starting to frighten him because she wasn't speaking. He wanted, no needed to know what was going on it that mind of hers right now.

"I think I found something." Gwen said. "I thought it would be better here. No one has scheduled this for use right now and we'll be able to hear them coming."

"Okay," Peter nodded. "Care to explain what you found?"

"There's something in the formula your father created that none of the formulas Connors ever tried had." Gwen explained. "Also, from here we can access the Oscorp database. There are more formulas in the database that weren't put into the book. They were made by both Connors and your father. I accidently stumbled across them during the cleanse of all things cross-species once Connors and Smythe were fired from Oscorp. I don't think any of these formulas had it either but I want to double check."

"Had what?" Peter asked confused.

"I'm surprised you haven't seen it yet." Gwen grinned. "Here, look at this."

Gwen walked over with the piece of paper he had written the formula on along with the book. Peter took them both from her looking over each of them again.

"On the formula you have it has a blood sequence in it." Gwen pointed to it. "On every other decay rate algorithm I've seen there is no need for a blood sequence because it's supposed to be used among many people, not just on one specific person. It almost looks like the formula your father made and then hide is supposed to be tailored to someone's specific genetic code. "

"Why would my father tailor this to someone's DNA?" Peter asked. "And whose would he?"

Peter dropped the book and papers suddenly as he realized something. Gwen looked at him warily wondering where his mind had gone to. Peter looked back at her for a moment before down at the formula again and then to the door.

"The spiders you make here." Peter said shakily. "They were made by my father weren't they? Oscorp used the serum my father developed to create the spiders which means they were made with this formula."

"Peter," Gwen touched his forearm gently. She could see where his train of thought was moving. "We don't know-"

"I'm the only successful cross-species on the planet." Peter pointed out. "If that formula is tailored to someone's DNA and it worked on me than it has to be tailored to my DNA. What's not to know?"

"We don't know that for sure." Gwen said firmly. "It could've been tailored to your father's DNA or blood sequence. All it could mean is that you and your father have similar enough genetic codes so the formula worked on you as well. It's not like that would be completely impossible. It's happened before and it's been proven so don't jump to conclusions."

"You mean the conclusion that my father may have been experimenting on me?" Peter asked softly. "Because I think you're too late."

Peter moved back to sit down in a chair and Gwen went with him pulling a chair up in front of him. Peter dropped his head into his hands. Gwen shook her head reaching out to her boyfriend gently touching the sides of his face. She lifted his head from his hands moving her chair closer to his so their legs had to move so she could slip between them. Peter looked at her as she pulled his head up so she could look him in the eyes.

"Peter, you never showed any symptoms of being a spider before you were bitten." Gwen pointed out. "Right? Even if it was tailored to your DNA the worst your father could've done to you was take a blood sample so he knew was your blood sequence was. He wouldn't have had to experiment on you to get that far. Besides, if he did create it for you then he must've had a good reason because he didn't seem like the type of person to do something without thinking it through. After all, you told me they wanted to start human testing but your father refused. I don't think he was trying to do something awful to you with this formula, Peter."

"Then what did he want to do with it?" Peter asked. "What would be the point of tailoring it to my DNA if he never planned to test it?"

"I don't know," Gwen answered honestly. "But I think before we start trying to figure out his motives we should find out whether or not it's actually meant for you. I can check if you'll let me draw a sample of your blood. I'll handle all the tests myself and I'll destroy the sample once I'm done. The question we're facing right now is: Do you want to know?"

Peter closed his eyes blinking as he dropped his head back down into his hands feeling her hands move from his face to his shoulders. He could feel her gently kneading his tense muscles as he took a deep breath. He mulled over whether or not he wanted to press forward with it or just leave his past to the past. Peter looked back up to his girlfriend who smiled supportively at him. He knew she would support him no matter what he decided to do. Even if the mystery of it drove her crazy because she was like him in that aspect, both of them had to know the answers, and not knowing how something worked drove them crazy. Peter sighed feeling the weight that had taken up residence in his chest begin to move. If his father had been trying to create it for him he would've had a reason and if he wasn't he would've had one for why he did that too.

Peter set his jaw nodding. He needed to know.

"Let's do it." Peter said finally. "I want to know."

Gwen nodded as she rose from her seat to gather the materials she would need to draw blood from Peter. Peter sat back in chair as she carefully tied a piece of latex around his bicep and handed him a stress ball as well to squeeze tightly. Peter watched her pull on a pair of latex gloves and then pull out a sterile needle before she walked over to him. Peter nodded as she gave him one last chance to change his mind. She sterilized the crease of his arm with an alcohol wipe. Afterwards she carefully prodded his arm looking for a bigger vain in his arm before she stuck him with the needle. Peter barely felt the prick of the needle as she began pulling his blood from his vain. Once Gwen had enough she carefully pulled the needle out and threw it into a hazard waste container so no one would touch it. She went to grab a Band-Aid to put over the pinprick she had made in his arm but he stopped her.

"Don't bother," Peter motioned to his arm.

"Wow," Gwen touched his arm. "It healed already."

"It was small. Most small cuts and scrapes heal quickly." Peter explained. "Bigger cuts heal faster now than they did before."

"Must be getting stronger," Gwen said thoughtfully.

"Maybe," Peter stood up. "What time are you supposed to leave?"

"I'm here for another hour." Gwen said looking at her watch. "Why did you want to hang around until then? You can help me continue to try and figure out what is causing on the random power surges running ramped through New York."

Peter nodded following his girlfriend back out into the lab where all of the interns were still working over their stations. Peter wondered if anyone had even noticed they had disappeared for a while of if they were too consumed by their work to even pay attention to them. He shrugged sitting back down with her looking through the information they had about the power surges. They wouldn't give up until they knew exactly what was going on in New York.

* * *

It wasn't until the following day did Peter and Gwen finally begin to understand whatever was going on in New York was a lot bigger than either of them realized. They were going against something much more dangerous than either of them had originally thought. Things were going to get far worse before they even began to get any better.

Peter leaned against the locker beside Gwen with a goofy grin on his face. The two of them were talking about trying to have an actual date this weekend. One that involved going out together into New York instead of hanging out on rooftops together or in her bedroom or on her fire escape, maybe have an actual date where he picks her up. He'd actually try to use the lobby, they'd go get dinner, maybe see a movie, and just spend time together out in the city like any normal couple would. And without the spandex underneath his clothes because he'd take the night off so they wouldn't have any interruptions like most couples. For once maybe they could just pretend it was just them in the world and they didn't have to worry about so much all the time. For one night they could set aside all the problems with his past, the power surges, and everything weighing them down. They could escape for one night.

Peter was grinning because it had been his suggestion to spend one night without everything weighing them down and just act like normal teenagers for once. He could tell she was interested in his suggestion by the small hesitation she had before she tried to tell him it wasn't a good idea. It wasn't a good idea because they had responsibilities and people depending on them.

"The world can live without us for one night." Peter grinned. "The police can handle whatever comes up in New York barring there are no giant mutants running around. Spider-Man can take one night off to spend with his girlfriend. I as Peter have no major responsibilities as far as anyone is concerned. You on the other hand do but Oscorp can live for one night if you're not on the job. Come on, you've got to admit. One night where the only thing we have to worry about is our date."

"One night?" Gwen asked.

"One night," Peter said firmly. He was sure she was close to caving. "One night, and then we returned to our regular complicated secret filled lives."

Gwen nodded. "One night."

Peter grinned sliding his hands beneath her jacket to rest on her waist as she slipped her own arms around his neck to pull him closer. He leaned closer moving in to kiss her when her phone went off. Gwen let out a frustrated sigh as she gave Peter a quick peck on the lips. She slid her hands off of him so she could look through her bag for her phone. Peter kept his hands on her waist keeping her pressed against him as she pulled out her phone. Gwen rested her hands with her phone on his chest because they were still so close together. Peter watched Gwen's face went from frustration to confusion and worry. Peter raised an eyebrow looking down at the phone.

"What's wrong?" Peter asked.

"I, I think that a power surge is happening right now." Gwen said softly. "It's happening at my brothers' school right now."

Gwen held up the phone so he could look at the location on the map. Sure enough there was a dot over the elementary school a few blocks away in Midtown. Peter felt a chill run up his spine suddenly and he swallowed thickly looking around carefully. Something bad was about to happen. Peter could feel it. The same sick chill ran up his spine every time something was going to go wrong. He had felt it for the first time on that train when he accidently beat the crap out several guys. It was a precognitive sense, a spider sense. It happened usually whenever something was going to happen to him or those around him.

Peter went completely rigid listening to everything going on around him but he didn't feel like something was threatening him. It felt like it more of in the air sort of thing. It was like a calm before the storm when all the animals disappear looking for shelter. Gwen noticed Peter's sudden freeze as well as his sudden disappearance like he was he there physically but mentally he seemed to be checked out.

"What?" Gwen looked around. "What?"

"I don't know," Peter shook his head still lost. "I don't know. Something's wrong."

"Attention, attention everyone!" The intercom blared. "Please proceed directly to your next class this school is now on lockdown. Proceed in an orderly fashion to your next class and remain there. We will explain everything once everyone is in their classes! I repeat; this school is on lockdown!"

Peter and Gwen shot one another confused looks. The school was on lockdown? Lockdown only happens in case of emergencies and dire emergencies. Such as a school shooting or stabbing where people could be in serious danger. Peter grabbed Gwen's hand walking over to the nearest teacher so they could get some answers. It was their English teacher Ms Ridder just outside their classroom for their last period down the hall.

"Excuse me, Ms Ridder." Gwen tapped her on the shoulder. "What's going on?"

"Proceed to the classroom, I'll explain once everyone has been accounted for." Ms Ridder tried ushering both of them into their classroom. "For once Mr. Parker you're actually early."

"Does this have anything to do with my brothers' school?" Gwen asked suddenly. "If it does I have a right to know. They're my _brothers_."

"Gwen," Ms Ridder sighed debating for a moment. "There's something attacking your brother's school. We don't know what's going on or who it is but we do know the police are handling it. They've ordered a lockdown on every single school in Midtown to try and keep everyone safe."

Peter wrapped an arm around Gwen's shoulders pulling her away from the teacher before she could say anything else that might devastate her. Gwen's already lost her father, she almost lost him, and she doesn't need someone telling her she could lose another family member. For a moment Gwen didn't say anything she just kept staring off into space. Ms Ridder seemed to understand her student needed a moment and walked away to usher more students to their classrooms. Peter put his hands on either side of her face to make his girlfriend look at him so he could figure out if she was okay or not.

"Peter," Gwen began.

He could tell she was going to ask him to do something but he already knew where she was going. Peter took a deep breath looking around at all the chaos going on around him. Teachers were herding students to their classrooms. They were far too busy with a few hundred students to notice two of them. Peter turned his attention back to his girlfriend.

"Let's go." Peter said firmly. "I know a way out. As long as you have no objection to skipping last period."

"Not at the moment." Gwen answered. "Lead the way."

Peter took Gwen by the hand weaving through the throng of students in the hallway. The teachers weren't messing around as they yelled at students to get to class. Most of the students were too busy trying to figure out what was going and why there was a lockdown in progress to actually move. There was so much mass confusion it made it easy for the two of them to get lost in the sea of people. The teachers noticed them moving around through the building but they assumed they were headed to class like good students especially Gwen who was the top student in the school. She was a model student she would never skip class especially during a school lockdown so none of the teachers thought anything of her as she went with Peter. Peter knew they teachers weren't going to bother any student who looked like they were racing off to class and following the rules. They would go after anyone standing around taking their time.

Peter took Gwen to the boiler room of the school. There were windows in the basement just big enough for both of them to squeeze through without setting off any alarms. Peter had discovered it the hard way when he was a freshman he could fit through the windows. He had been trying to get rid of Flash and squeezing through the windows was a good way to do it because Flash's bigger frame slowed him down. Flash was forced to take the long way around if he wanted to get to Peter and it gave Peter a good amount of time to get away forcing Flash to give up the chase. It was also how he figured out the alarms wouldn't go off when these windows were opened.

Both of them slipped through the windows and past the police outside to get a few streets over to where her youngest brothers went to school. By the time they got there they quickly realized things were very much out of control and the police officers were in over their head. Whatever it was attacking the school had left nothing but destruction in its wake. Police cars and card were over turned in the parking lot with smoke emanating from them as well. Police officers were scattered across the ground beaten and bruised looking terrified as EMTs were running around trying to assess the extent of the damage. A SWAT team was assembling outside of the school preparing to go in but they were hesitating. Peter and Gwen took a guess as to why.

"The kids must still be inside." Gwen said. "What – what are we going to do?"

"We'll sneak in, you get the kids out, and I'll distract the big ugly thing." Peter shrugged. "Sound good?"

"No, but let's do it anyway." Gwen nodded. "How do we get in?"

Peter and Gwen found the back side of the school was completely empty and were able to walk inside of the school with little trouble. They then split up while Peter ran into an empty boys' bathroom he changed into his Spider-Man suit from his backpack. Peter pulled his mask over his head taking a deep breath before he left the bathroom. He definitely wasn't expecting what he saw when he emerged from the bathroom. It was what looked like a man dressed from head to toe in black spandex but there was something else wrong. The man seemed to be emanating electricity as he walked through the school as well as attracting it. It seemed like the electricity from the building was drawn to him as it came straight from the walls to the man walking down the hall. Well, Peter thought, at least we know what's causing the power surges. The lights in the hallway dimmed and flickered repeatedly as the man held up his arms as though he was absorbing more. Peter shook his head shooting out two webs behind the man on the ceiling and using them to pull himself forward towards the man in black.

"Look out!" Peter yelled. "Why don't you pick on someone your own size?!"

The man in black tumbled down the hallway with a grunt of surprise as the electricity show he had been putting on stopped. Peter dropped down into a crouch one hand on the floor holding himself up with his fingertips and the other poised in the air waiting for the man to attack. The man in black looked up at Peter. The man had a black mask covering the top of his face leaving his mouth, part of his cheeks, and his chin exposed. His eyes were also visible in the top part of the mask as there were holes for him to look through. Peter was confused when he saw the man's eyes widened almost as though he was surprised by his presence there. Peter cocked his head trying to figure out what was going on with this masked villain.

"Spider-Man?" The man in black said. Surprise laced the man's voice. "What are you doing here? I'm trying to help you!"

"Help me?" Peter said stunned. "You're terrorizing small children!"

The man in black shook his head as he rose to his feet. He continued shaking his head as he drew in more electricity from the looks of it. Peter shot another web yanking the man to him roughly stopping him from whatever he had been doing. Peter jumped landing a punch on the man knocking him to the ground. The man kicked him away using his feet knocking him back a few feet. The man rolled over as Peter jumped to his feet to stand against him once more.

"I don't want to hurt you!" The man yelled. "Stay out of my way!"

"I won't let you hurt innocent kids!" Peter yelled standing firm. "I'm not going anywhere!"

Peter didn't let them man finish whatever he had been going to say before he kicked him in the chest sending him flying down the hall of the school. Peter used a slingshot web to get down to the end of the hall faster landing another blow on the man before he was able to get to his feet. Peter heard a hiss of electricity before he felt the punch to his face. It wasn't enough voltage to kill only to stun. Peter felt himself being lifted unable to move as the man tossed him into the wall next to them. He felt the hard wall collide with his back and then the floor colliding with his other side as he hit the ground. Peter groaned as he realized part of his mask was singed from the punch. It exposed his cheek but not enough to give away who was beneath it. The man stood over him but he was trying to hurt him he was just standing there. He didn't feel any immediate danger but it was lingering in the air, he could feel that much.

Peter heard a door open down the hall along with a small gasp before a whispered Spider-Man. Peter rolled his eyes to look down the hall his head falling in the right direction. His head was throbbing and he could barely move anything at the moment. The ability to move was returning to him. Peter saw who had been standing down at the end of the hall.

It was Simon.

Gwen's brother.

He wasn't out or with his sister.

Peter saw the man beside him move. He heard another cackle of electricity as he let his head lull back so he could look up at the man in front of him. He was holding both of his hands together pointed at Simon and there was a blue wave of electricity all around them. Finally Peter's ability to move kicked back in as he moved quickly knocking the man into the wall across from him. Peter hadn't realized how much strength he used until they went crashing through the wall together into an abandoned classroom. Peter turned back to look at Simon who was still standing there frozen. Peter wouldn't let another Stacy die. He wasn't going to leave one behind again. This time he was going to stay.

"_RUN_!" Peter yelled. "Get out of here! Get help!"

Peter let out a breath he hadn't realized he was holding when he saw Gwen's brother turn around and begin running away. He never felt so relieved in his entire life. However, it was cut short by the man in black grabbing him by both of his arms holding him up. Peter felt the tingle of electricity in the man's hands. He kicked at the man in black trying to push him away but it was too late. Peter yelled in pain as he continued trying to push the man away but it was too late. Then everything went completely black for Peter.

The man let Peter slump to the ground. His suit was smoking, charred, burnt, ripped in several places, and he had severe burns on both arms. He fell to the ground barely moving as the man stood over him breathing heavily feeling his anger rising at the man lying before him. The only movement from Peter was his chest rising up and down as he continued to breath. The air around him cracked and tingled with the electricity he was giving off. More blue flashed through the room as he continued to siphon more electricity from the building around him. He took a deep breath looking at the man before him.

What was he going to do about Spider-Man?

He raised both of his hands into the air preparing to strike the man lying before him.

* * *

**A.N. Hope everyone likes the story so far! Please leave a review! **

**Thanks for reading! :)**


	7. Seven

**A.N. You guys are awesome! Thanks for the reviews! Please keep it up! :)**

**Enjoy! I know I left you all on a cliffhanger! ;)**

* * *

Seven

During the destruction and fighting going on inside the building Gwen was busy helping the teachers get everyone out the back of the school. She managed to find Phillip but she still hadn't found Simon in all of the chaos and she was beginning to get worried about her brother. Gwen figured it was safer if she left Phillip outside with all of his teachers and the police but she didn't want to take any chances leaving him alone. So, instead she took him with her back inside the building so she could find her youngest brother. They went through half of the school before they both heard screaming and small footsteps coming towards them. Gwen protectively and instinctively put her brother behind her as the footsteps got closer. She let out a sigh of relief when her little brother came running around the corner slamming into her as he did so.

Gwen wrapped both arms around him tightly grabbing Phillip as she turned trying to remove both of them from the school. She would've succeeded had her little brother not burst into tears as he tugged on her arm trying to stop her. He was sobbing uncontrollably as he pointed back to where he had come from trying to say something as he did so. Gwen kneeled in front of her brother wiping the tears away as he hiccupped through his gasps of breath. Phillip looked at his brother worriedly wondering what has him so freaked out.

"Simon," Gwen said evenly, patiently. "You have to calm down before you speak. Take a deep breath."

"Gw-Gwen," he hiccupped. "Spi-Spider-Man! He's-he's in trouble!"

Gwen felt all the blood drain from her face as she finally understood what her brother was saying. Something was wrong with Peter. He was in trouble. Gwen's mouth opened slowly as she tried not to freak out by her brother's statement.

"What happened?" Gwen asked. "Is he hurt?"

"The man, the man," he sobbed. "He's going to hurt him! He electrocuted him! He's going to kill him!"

"How did he electrocute him?" Gwen asked.

"From his hands," Simon answered. "It was like he was sucking the electricity from the building. He's going to kill him! We've got to help him!"

"I know," Gwen nodded changing her mind. "Phillip, I need you to do me a favor." Phillip nodded. "Take Simon go out and tell the police officers what's happening okay. Tell them to take you with them okay? Tell them who you are? And don't stop for anyone else, find a police officer you know, and stay with them. Don't go anywhere else. I'll find you. Understand?"

"Why aren't you coming with us?" Phillip asked.

"I'm going to help Spider-Man." Gwen said. "Go now. Okay? Go!"

Phillip grabbed his brother and the two of them took off out the first door to the outside to deliver Gwen's message. Gwen waited until they were gone before she took off running further into the school looking for the door to the basement. She knew what she was looking for it was just a matter of finding it before her boyfriend got himself killed. She found the circuit board downstairs quickly shutting off the power in the entire school. As fast as she could she reversed the power in the school so it acted more like a capacitor instead. If what her brother had said was true as well as what she and Peter had found by looking through the power surges it needed a constant source of electricity. Gwen believed if she turned off the power it would give Peter an upper hand and by reversing it maybe she could take the electricity back.

The school would've been pitch black but the sun was still streaming in through windows as Gwen emerged from the basement. She needed to find her boyfriend now before he still managed to find some way to get himself killed. Gwen went down the same hallway her youngest brother had come running out of hoping she could find Peter down the same hallway. She figured she was on the right track when she found what was left of a couple of walls. She looked through the hole in the wall leading to a classroom and saw a man dressed in black standing over Peter who looked unconscious. Gwen would've yelled or thrown something at the man but he looked dazed as it was and he almost fell over. A second later there was a loud hiss and a crackle before he completely disappeared in a giant flash of blue.

Gwen stepped over the rubble into the classroom looking around carefully as she did so making sure the man was really gone. She didn't seem him anywhere but an outlet by the door to the classroom hissed and sparked blue several times. With no imminent threat to her life Gwen went over to Peter. She took a quick look around the room making sure no one was going to burst in at any moment before she pulled off what was left of his mask. She dropped it into her lap as she bent over so she could check to see if he was breathing. Her heart nearly stopped when for a moment it didn't sound like he was at all. She pushed two fingers against his neck to check his pulse and she found a steady heartbeat there. She carefully pulled Peter's head into her lap careful not to jostle any of his injuries as she did so.

Gwen took note of all of Peter's injuries. She saw he had two burns on his arms, he had several cuts on his face, and minor burn on his face. Most of his uniform was destroyed as well. It had several rips, tears, and burns in it. Gwen gently touched his face trying to wake him up. It was only a matter of time before someone found them and that probably wouldn't end well. He looked wrecked at the moment. Gwen tried not to think about this possibly being worse than when he ended up on her fire escape with three large gashes on his chest. At least he had been conscious then, Gwen thought. He had been making jokes then. He had been smiling when he showed up. And he was still Peter. Right now he looked like a broken lump sitting in a pile of rubble. Gwen took a deep breath trying to calm herself down.

"Get up, Bugboy." Gwen gently stroked his face. "Peter! Wake up!"

Peter stirred in her arms groaning softly in pain as he tried to move but he didn't open his eyes. Gwen gently touched his face again trying to wake him up. Peter groaned again still trying to wake up. She shook her head at him realizing they didn't have time for this. Instead she leaned down to kiss him softly. Peter finally responded to her waking up as he did so. Gwen pulled away watching as Peter's eyes slide open. They were slightly glazed over almost like he was still asleep.

"You have to get out of here." Gwen said softly. "The police will be coming in at any moment."

"What happened?" Peter groaned holding his head. "I think now I have a concussion."

"I'll explain later." Gwen handed him his mask. "The police are coming! You have to go! Meet me on my fire escape."

Peter nodded taking his mask from her before he pulled her closer kissing her one more time his eyes looking much clearer now than they had before. He took off out the window as Gwen went back out through the hole in the wall. Once she heard the police coming through the halls of the school she went out to speak to them. She told the police the man who was attacking the school disappeared. Mostly because she hadn't known what else to say to them when they asked her what happened. As far as she was concerned he _had _just completely disappeared. Although, she thought the better of telling them that was what actually happened because there was a good chance she would be put into a mental hospital. Strange things happen, yes, but unless they see it for themselves most people won't take her seriously.

There are only a select few people who would actually believe her.

* * *

After Gwen got home with both of brothers and explained what had happened to her mother then to her brother Howard she escaped to her room. Peter was already waiting on the fire escape for her when she went into her room. He was leaning tiredly against the window; he looked up when he heard her enter her bedroom. She wondered if he even had the strength to move if it hadn't been her who walked it. She wasn't sure. Gwen helped him into her bedroom and over to her bed to help him sit down. She helped him settle back amongst the pillows on her bed. He was still in his Spider-Man suit which was torn and looking worse for the wear right now. It hadn't been so completely destroyed when he had fought Connors. She pulled out the first aid kit she kept under the bed placing it at the foot of the bed. Then she busied herself helping Peter remove what was left of his red and blue suit handing him his boxers and pants from his backpack.

"I'm going to need to make a new suit." Peter groaned.

"That's what you're worried about right now?" Gwen demanded. "You almost died! Who cares about whether or not you have to make a new suit? You can always make a new suit! I can't make a new you, Peter."

"Hey," Peter whispered softly. He looked stunned by her outburst. "Hey, look at me."

Peter took her face into her hands forcing her to look up at him with tears in her eyes. Until he mentioned her suit she had been able to keep moving, to keep busy, and to keep herself from thinking about how close she came to losing him. If she hadn't turned off the power, so much could've happened to him, and she may never have had the chance to be with him again in any way. When he mentioned his suit something so trivial in comparison to what was the big issue of what happened she couldn't keep the thought out anymore. Gwen let him move her head up so she was looking at him. She wasn't afraid to be completely honest with Peter. She wanted to tell him everything, she wanted him to know how she felt, and she wanted him to be there for those things. She couldn't shake the thought that she had almost lost him today.

"I'm okay," Peter smiled wearily. "I didn't go anywhere."

"You are very far from okay." Gwen said softly. "You have two burns on your arms. You can barely move and have a bump on your head."

"I'm still alive though," Peter whispered. "I'm assuming that has something to do with you."

"I turned the power off at the school." Gwen swallowed thickly. "It seemed like it drained him of the electricity he had consumed."

"Might be why the power surges keep happening every day." Peter said softly. "He needs to constantly recharge like cell phone or something."

"It would explain the random places as well." Gwen opened the first aid kit. "He just took whatever power he could get wherever he was. The electricity surged to that one point creating the power surge to replace what he had taken. Now, we have another problem though. Who is he? And what does he want?"

Gwen treated the burns on his arms first so they wouldn't get any worse than they already were. She wondered how he had managed to lift his arms in the first place to get here using his web shooters. He was definitely resilient when it came to this type of abuse. Then again he had been like that before he had even gotten his powers, after all Flash had beaten him up, and he had gotten up again and again despite it being better to just stay down. Peter would run himself through anything if he thought it was the right thing to do, she realized. Even if his body couldn't take it, his mind wouldn't let him rest. Not until there was nothing left to use.

"He said something strange when we were fighting." Peter pushed himself up a little more. "He kept saying he didn't want to hurt me. He said he was on my side. I wish I knew what he meant because it didn't feel like he was on my side."

"It didn't look that way either." Gwen shook her head. "When I got to you, it looked like he was going to kill you, and then he just disappeared."

"What do you mean 'disappeared'?" Peter asked confused.

"I mean there was a bright blue flash, and then he was just gone." Gwen explained. "I have no idea where he went but I wasn't exactly interested in following him either."

"I'm sorry I worried you." Peter said softly.

"You always worry me." Gwen grinned. "Even before you were bitten by a spider."

"I can't change who I am." Peter said guiltily.

"I wouldn't want you to." Gwen shook her head. "Why on Earth would you think that was what I meant? I know that being Spider-Man is who you are. I don't fault you for that and I would never ask you to stop or to change that about you. I love that you want to do what you think is right. But after seeing someone standing over you looking ready to kill you. I can't stand the thought that one day you'll come up against someone you can't beat and I'll lose you."

Peter quirked his jaw for a moment blinking as he tried to think of something to say as Gwen on the other hand continued to tend to his wounds. Peter took her face in both of his hands again.

"There's nothing you can say to make it better, Bugboy." Gwen said softly. "It's a fact of our lives. I'm used to it. Remember? I've gone through this every day since I was born because of my father. There's nothing you can say to make it any easier to deal with."

Again Gwen seemed to have rendered Peter incapable of being able to speak as he opened his mouth but nothing came out. Instead he winced as she carefully disinfected the burns on his arms. He pushed a stray hair out of her face as she concentrated on what she was doing. Gwen carefully covered over his burns making sure not to get the tape stuck to anything to them so it wouldn't reopen them if they were still there when he took the bandages off. She could feel him watching her as she worked on his wounds. After a moment she saw Peter's head moving back and forth as he shook his head like a dog.

"What can I do?" Peter asked once he stopped. "What can I do?"

"What?" Gwen asked.

"What can I do to help you?" Peter asked. "I want to help you."

Gwen smiled softly at her boyfriend tossing the used clothes into the trash beside them. Peter gently stroked her cheeks as he pulled her closer to him. Gwen crawled in beside him letting her head rest on his chest helping him move the comforter over both of them. Peter snaked his arm around her back pulling her tightly against his body. She slipped a leg over both of his careful not to jostle any of his injuries in the process. She draped an arm over his torso as well as he put a hand on her arm. She could tell Peter was wondering whether or not she was actually going to answer his question about how he could help. Gwen remembered all the things she had done throughout her childhood with her family as well as all the things they had done with her youngest brothers. Her father insisted on the best of everything for his family. He insisted on family vacations. He insisted on tucking his children into bed every night. He insisted on family dinner together every night. He insisted on spending time together.

"Just hold me," Gwen answered. They could enjoy the time they did have together, she thought.

Peter didn't seem to have any opposition to the request so he squeezed her tighter. They remained like that until Peter felt well enough to get himself home. He threw the tattered remains of his suit into his backpack slipping his shirt and sweatshirt on before he stepped out onto the fire escape.

"Get home in one piece, Bugboy." Gwen teased. "I'll see you tomorrow."

"Night," Peter said.

Gwen watched as Peter jumped off of the side of the fire escape waiting until he was a few floors further down before he bothered to use his web shooters. She shook her head at her boyfriend thankful he looked much better than he had when he showed up. His eyes weren't glazed over anymore. He didn't look as tired as he had before. And most importantly he had been able to walk a straight line without falling over in the process. She shut the window and locked it tightly sure Peter wouldn't return to see her again that night so there was no reason to leave it unlocked. Once he was completely out of sight she went to the bathroom showered and got dressed in her pajamas before she went to bed. She checked on her brothers before she got into bed making sure both Simon and Phillip were safe and sound in their beds.

She hadn't just almost lost Peter today. She had almost lost Simon and Phillip today as well. That wasn't something she ever thought she would have to worry about. Her brothers weren't in danger everyday like Peter and her father are or were. If they had been in the line of the crazy man who knows what would've happened to her brothers. Gwen shook the thought off as she pushed away from her youngest brother's doorframe walking down the hall to her own bedroom. She flipped off the lights in room and crawled into the bed. She fell asleep almost instantly as her head hit the pillow.

* * *

Gwen had never been so thankful for the weekend in her entire life after the horrible week. She almost lost her little brothers. Their school had been demolished in certain sections because of Peter's fight with the man in black so it had been closed ever since for repairs. Her mother had taken the week off from work so she could remain home with them since she couldn't find another place for them during the day. If it continued into the following week her mother had called both sets of grandparents who were more than thrilled to come down for a visit from upstate New York to watch them. Simon kept having nightmares all week crawling into a different bed every night to sleep about what would've happened to him had Spider-Man not been there as well as what did happen to Spider-Man. Phillip on the hand was having trouble falling asleep in the first place.

Their home was quickly becoming an emotional mess amongst her family members. Her mother, Howard, and Gwen were struggling to keep the house from completely falling apart but it was hard after losing their father and the thought of what almost happened. This family couldn't take another devastating blow.

Eventually her grandparents had just decided they were coming down to help and to be with their family members. They had arrived yesterday and everyone was more than okay with letting them handle things for a while. They started by deciding everyone was going to enjoy the weekend. Her mother was ordered to do something for herself over the weekend while they took care of Phillip and Simon for her. They told Howard to go out and to have some fun with friends or to go see a movie or to get out of the house and be a teenager. Her grandparents also threw her out of the house once she had gotten up that morning and went to get breakfast.

"Ah, Gwen, you're up." Her grandmother from her mother's side said as she walked into the dining room. "We haven't seen you since we got in yesterday morning. You work awfully late at Oscorp. I hope they pay you well for all your hard work. Do you have plans for today?"

"Uh, not really," Gwen answered softly. "I have plans tonight, Grams."

"What kind of plans?" Asked her other grandmother. "Something fun?"

"Yes," Gwen nodded. She really hoped she could avoid the topic of boyfriends with her grandparents for as long as possible. All four of them were sitting at the table while her mother watched from the kitchen with a small smile. Both of her grandfathers were too absorbed in the paper to pay much attention to what else was going on at the table.

"Going out with some friends?" Grams asked.

"I'm going out with my boyfriend, actually." Gwen said. "Peter."

Gwen wondered if it ran in the family that the mention of boys in relation to her immediately drew the attention of the related males of the family because both her grandfathers dropped their papers. Gwen picked at her food wondering what form this conversation was going to take now.

"When did this happen?" Her grandmother asked.

"Not too long ago." Gwen said.

"Well, tell us about him." Grams demanded. "We want to know who our favorite granddaughter is dating."

"His name is Peter Parker," Gwen began. "He's probably one of the smartest people I've ever met. He's nice, kind, and a bit goofy."

Her grandmothers continued to ask her all about Peter while her grandfathers just listened carefully wondering whether or not they were okay with it. Gwen told them enough to appease their curiosity before they decided she may as well get a jump on her date with Peter. They then insisted she go out and not come back until much, much later that night. They told her to have a good time but not too good a time. Gwen ate her breakfast got dressed while she texted Peter asking if he was even home answering he was before asking why she wanted to know. Gwen explained she was being thrown out of her apartment and she'd be over soon. Once Gwen was dressed she left the apartment and got into a cab.

She was dressed all in purple today and decided to leave her hair down instead of bothering with a pony tail. She arrived at Peter's shortly, paid the cabbie, and got out. She walked up the steps to the front door knocking on it gently. After a moment she noticed she wasn't entirely alone. On the porch beside her there was a redhead girl reading a book in a jean and leather jacket.

"Hi," a voice said softly.

Gwen turned towards the girl. "Hi."

"I'm MJ," the redhead said. "And you are?"

"I'm Gwen." Gwen answered turning back to the door.

"Oh!" MJ said recognition dawning. "I thought that might be you but I wasn't sure. Peter's probably out back fixing his aunt's car, that's why it's taking him so long to answer the door."

Gwen noticed the girl getting up from her seat on her porch so she nodded to let her know she heard her. The name of the girl seemed familiar to her but she couldn't quite place it to where she had heard it before. MJ kept talking with a soft smile as she walked over to the end of her porch.

"Peter's told me so much about you. It's nice to finally meet you." MJ said softly, still smiling.

"Pardon?" Gwen said, softly.

"Peter, he's told me so much about you." MJ said confused.

Gwen wasn't entirely sure what to make of this girl for a brief moment. She had a genuine smile on her face as she spoke and seemed rather sincere but she couldn't remember where she had heard the name before. She turned to face MJ trying not to let herself jump to any sort of conclusions about the girl before she had the chance to actually get to know her. She quirked her mouth as she turned towards the redhead listening to her speak again.

"I'm sorry I don't mean to intrude, I've just been dying to actually get the chance to meet you. Peter doesn't usually go crazy over a girl so I wanted to meet the one who managed to turn him into a bigger bumbling goof because I think it's hilarious to watch him talk about you." Gwen smiled nodding response to the statement and trying not to blush all at the same time. "He blushes and can't think of the right way to put anything. It's very fun."

Gwen let out a breathy laugh; apparently she wasn't the only one who likes watching Peter squirm. She quirked her head looking at the girl for a moment, remembering something.

"Oh!" Gwen said realization dawning. She held her hands out towards MJ. "You're _Mary Jane_. I'm sorry, that's what Peter told me your name was, not MJ. I would've recognized you sooner. I'm sorry, MJ."

"Oh, that's fine." MJ shrugged indifferent. "I can't seem to convince Peter to call me MJ. He's always called me by my full name. I don't care either way but most people call me MJ." Both of them laughed softly.

"Well, it's nice to meet you too MJ." Gwen said softly. "Peter's told me a lot about you as well."

"Hope it's all good," MJ teased with grin. "Wouldn't want him to spoil all the really fun stories on me, I prefer to tell those myself." Gwen chuckled softly. "So, anyway, tell me how long have you and Peter been dating? Every time I ask him he can't seem to form the right words, seems to tongue tie him whenever I bring you up. So, nice job."

Gwen laughed. "Oh, we've been dating for a few months now. Before the huge fiasco at Oscorp happened after his uncle's passing though."

"Ah okay," MJ nodded. "I'm sorry I don't mean to pry but trying to get information out of Peter sometimes is like trying to get juice from a rock or something: Fruitless and very frustrating. We've been friends for years but it's like he has trouble letting people get close to him sometimes."

"Oh, I noticed." Gwen nodded in understanding.

"I do have to admit though I like watching him squirm." MJ chuckled.

"Me too," Gwen agreed.

Both of them continued talking for a few more minutes about their shared joy in watching Peter squirm when he placed under pressure. Before Peter actually answered the front door eyeing both of them suspiciously as he stepped out onto the porch. Gwen and MJ stopped talking the instant he was outside looking at each other while trying very hard not to laugh. Gwen could see her boyfriend looking from her to MJ wondering what they could've been talking about before he came out.

"Did I miss something?" Peter asked.

"No," Gwen shook her head. "Nice meeting you MJ."

"Nice to finally meet you too, Gwen." MJ smiled. "We should talk again sometime, just the two of us. It'll be fun."

"I'd like that." Gwen agreed. "Bye."

Gwen waved to MJ who waved back as she returned to her seat on her own porch. Gwen stepped around Peter inside the house turning to look at him. Peter was still standing on the porch looking over at MJ. Peter cocked his head to side looking at MJ who noticed him still standing there and looked up from her book. She smiled softly at Peter waving at him with a grin.

"I like her, Tiger." MJ said definitively.

Peter shook his head walking in the house where Gwen was already waiting for him. She turned to him with a smile on her face.

"I like her, Bugboy." Gwen said softly.

Peter looked back at the door for a moment with his eyebrow raised wondering if Gwen would've been able to hear MJ say the same thing. He shook his head looking back at his girlfriend with a soft smile.

"I think the feeling is mutual." Peter said. "What were you guys talking about when I came out?"

"Oh, you know." Gwen said vaguely. "Girl stuff. She said something about you fixing your aunt's car. Is everything okay?"

"I fixed a blown gasket and now I'm replacing the brakes and changing the oil." Peter said absentmindedly. "I wouldn't know, 'girl stuff' considering I have never been a girl. So, why don't you enlighten me?"

"Oh, you're a smart guy." Gwen shrugged. "I'm sure you can figure it out."

Peter shook his head wrapping his arms tightly around his girlfriend with a goofy grin on his face. Gwen wrapped her arms around his neck pulling him closer so she could kiss him softly. Gwen could feel both of Peter's arms wrapped tightly around her waist tugging her closer to his own body. She could feel him beginning to pick her up as he did so. Suddenly, she didn't feel like she was holding herself up anymore. He was supporting her weight instead now. They continued to kiss each other until they both heard a soft voice behind them making them break away blushing guiltily.

"Sorry," May said. "Hello, Gwen, nice to see you again."

"Hi, May." Gwen waved, avoiding eye contact. "Good to see you too."

Gwen waited until his aunt disappeared around the corner back into the kitchen before she turned back to Peter who was trying so hard to hold in laughter. Gwen shook her head at him.

"What?" He questioned. "It's kind of funny. Come on, there's something I want to show you."

Gwen followed her boyfriend through his house down to the basement. It seemed like a normal basement for the most part with dirt, dust, and boxes. Except when she turned around she saw something that most people probably won't have in their basements. It almost looked like a mini lab with blue prints and computers everywhere. Peter stood off to the side grinning proudly at his girlfriend as she took everything in. Gwen shot him a look before she walked over to the table he had set up. She looked carefully over the blue prints he had along with the computer screen that was constantly playing different pictures on its screen. Gwen quickly realized these were the blueprints to his web shooters. There was a stand attached to the table which she assumed was how he made and refilled them because one was attached there now.

There were the pellets from Oscorp sitting beside an Oscorp shipping box. There was one disassembled on the table with a piece of paper beside it with different sorts of notes on it. She looked it over understanding Peter had taken the pellet apart figured out how it worked and made his own. She replaced the piece of paper on the table looking around the small space. She noticed his destroyed suit was hanging in the corner looking the same as it had the other night when he had gotten into the fight with the man in black. Gwen frowned at her boyfriend wondering why he hadn't bothered to fix his suit yet. Peter just stood there watching her as she carefully examined her little workspace. She walked over to his destroyed suit touching it gently before she realized there was something behind it. Gwen gently pushed the suit to the side to see what was behind it. It was another Spider-Man suit. This one, however, looked very different from the one he usually wears.

"What's this?" Gwen asked touching the new suit. "When did you make this?"

"It's a new suit." Peter grinned walking over. "I made it this week down here."

"Why didn't you fix the old one?" Gwen asked, curiously.

Peter pulled the suit off of the rack bringing it over to the table with a small smile playing on his lips. So, Gwen followed him standing on the opposite side of the table watching him curiously. She then watched as he cleared off of the table so he could lay the suit across the table.

"I was going to fix my old suit when I had a thought." Peter smiled. "If I have to fight against that guy again I'm going to be toast. At least I'm going to be toast in that suit. I need something to protect me, to give me an edge against a guy who's made of electricity. So, I decided to make a new suit and this time I decided to make it out of a non-conductor."

Gwen gently touched the suit feeling its strange texture. "Latex?"

"Yup," Peter nodded. "Good thing I'm not allergic to it. The only thing that isn't made of latex is the mask because I'd be smothering myself if I did that. I lined the rest of the suit with latex so I have fabric and a layer of latex rubber between me and this crazy guy."

"Interesting idea," Gwen nodded with a smile. "It's different, though."

"I can always change back." Peter shrugged.

"I like your little workshop down here." Gwen looked around. "But what happens if your aunt comes down here?"

"She doesn't," Peter shrugged. "The only reason she would have to come down here is to go in the freezer but I keep the upstairs one stocked so she doesn't. Besides, she hates coming down here anyway. She hates spiders."

Gwen tried very hard not to laugh at that development as she suppressed a smile while looking at her boyfriend who noticed her struggle. She raised her eyebrows at him and nodded laughing loudly.

"I thought she suspected." Gwen pointed out.

"Maybe she just thinks I've made something to be able to crawl on walls like a spider." Peter pointed out. "Not that I actually am a spider. Honestly, who would guess I was bitten by a spider and given strange powers because of it? Only those who work at Oscorp in the cross-species diversion might be able to make that very strange leap to that guess."

"Well," Gwen touched his web shooter. "You did make these to swing through New York. Somewhat of an idea stolen from Oscorp as well since the web pellets did originate there."

Peter shook his head at his girlfriend with the same nervous laughter he always had whenever she teased him mercilessly. Gwen watched as he tried to come with a response with a grin she couldn't help but let spread across her face. Peter shook his head realizing his girlfriend was doing it on purpose. Gwen giggled softly as she walked around the table to wrap her arms around him. Peter swept his arm down knocking her legs out from underneath her causing her eyes to widen as he did so. She hadn't expected his sudden movement so she had been taken completely by surprise as he picked her up.

"So, what are we doing tonight for our normal date?" Peter asked.

"Bugboy," Gwen shook her head. "Something tells me no date or anything with you is ever going to be normal."

"Is that a bad thing?" Peter asked nervously.

Gwen gently ran her fingers through the hair on the nape of his neck pulling his face closer to her own. Their lips with a mere whisper away from one another, so close they breathing the same air. Peter couldn't help it when his eyes drifted down to look at her lips. All he had to do was move just a sliver closer to connect their lips. Gwen continued threading her fingers through his hair reveling in the softness of it as she did so. She nudged his head so he would look up at her. Peter let his forehead rest against hers as she looked into his eyes honestly, the truth written plainly in her eyes as she spoke.

"Never," Gwen whispered.

He immediately closed the distance between the two of them kissing her passionately. Gwen smiled into the kiss as she pulled him closed even if it was possible. After a few minutes Gwen was rather frustrated with her boyfriend when he suddenly pulled away from her. He replaced her on her own feet as he grinned at her. He reached into his back pocket pulling out his cell phone which made her even more curious than she had been about why he suddenly stopped kissing her. Peter placed the phone on the table pulling the back off of it.

"I also made something else." Peter said softly. "I thought it might make our lives a little easier to cope with."

"What?" Gwen eyed him curiously.

"Look," Peter showed her the phone. "It's a GPS. It's can transmit the location at any time. I figured since I usually have my cell phone with me it would be easier for you to find me. It works on a certain frequency though so I made another piece to read it as well which I thought would work perfectly in your cell phone so you'll always be able to know where I am. If, if you want."

"That's a great idea, Bugboy." Gwen handed him her cell phone. "Does it work in reverse too? Will you be able to see where I am?"

"Uh, no." Peter shook his head. "It can. But I'd have to turn it on."

"Why don't you?" Gwen shrugged. "If someone did find out and came after me. It would be handy for it to already be on instead of having to go turn it on. Don't you think?"

Peter nodded slowly before he returned to his work on the GPS units in both phones. He turned it on so he could see where she was as well. Then he showed her how to turn it on and how to use it as well. Gwen had to admit she was impressed by his creativeness. He was doing his best to cover as many bases as he could while trying to make it easier for her to deal with as well. Once Peter finished showing her how they worked as well as how he made them too because she was curious about that was well. He had a slew of blueprints under the table in a box of everything he had made including his suits. He showed her everything like he was a little kid with new presents showing his friends or parents all his new stuff along with how it worked.

After he showed everything they went back upstairs and out back so Peter could finish his work on his aunt's car. Gwen helped him as best as she could trying to fix the car but she never learned anything about cars growing up in New York her family didn't really have one. Her father used a police car for most of the time. They could walk to the supermarket from where they lived or they would take a taxi if they needed to. If she ever wanted to get anywhere she could take the subway or get in a taxi or again walk. Her parents never really drove anywhere. Of course, she did know how to drive but without a car to drive she never really learned how to fix one either. It hadn't seemed important. She planned to live in New York so all of the transportation uses she already knew were still options.

So, instead she watched what Peter was doing and handed him whatever he needed when he needed some help. She asked questions learning about what he was doing. After he finished with the car he went up to his room to get changed into clean clothes. Gwen stayed downstairs talking with his aunt for a little while. His aunt told her some funny stories about when Peter was little which probably would've turned Peter's face bright red had he known what information his aunt was indulging.

Peter returned downstairs dressed in his usual attire a long sleeve thermal shirt with another one over it. The long sleeve shirt was black with holes in the wrists as usual which he had placed his thumbs through. He had a light blue shirt over the black one and his jacket in his hand. He had black jeans on with his black skater shoes on. His backpack was nowhere to be seen. Gwen figured it was because he wasn't bringing his Spider-Man suit with him so he didn't have to stash his regular clothes or the removable parts of his suit anywhere. His hair was in its usual disarray as he came around the corner with a small smile on his face. Gwen had smiled saying her goodbyes to May as she left with Peter. The night air was a little chilly so Peter ran back inside grabbing one of his hoodies for her to wear. Gwen pulled the warm sweatshirt on as the two of them walked down the street together.

The two of them went to a small pizza place not too far from where Peter lived. They acted like normal teenagers on a normal date together. They talked about their interests. They talked about favorite books, movies, TV shows, and other interests they had. Once they finished their food they went to a cinema not too far from there, within walking distance. They found a movie both of them were interested in. Again trying to act like normal teenagers they had popcorn and candy with sodas. They sat in the way back of the movie theater in the center to watch the movie.

At the end of the night Peter walked her to her front door using the lobby like a normal person. Both of them ended up agreeing normal wasn't really for them but it was nice to have a night off where they didn't have to worry about the city being destroyed or the world ending. For once it could just be the two of them together like it was the most important thing in the world, even if it was just for one night. She introduced him to both sets of her grandparents who were pleased to meet him. Peter was able to guess right away which ones were the parents of her father because when he walked in they were studying him almost immediately. Her mother's parents welcomed him hugging him and asking him a million questions at once. Peter was polite, he didn't get into an argument with any of them, and he was a perfect gentleman. He stumbled over words, struggled to answer when they teased, and was his usual bumbling self.

Normal was nice. Normal was good when she was dealing with her family or when Peter was dealing with his own. Normal was good for school and her younger brothers. But for her and Peter, normal was boring. It wasn't them. It was never going to be them or their relationship. Gwen said goodbye to her boyfriend as he left after meeting everyone. Gwen closed the door behind him and was informed by both her grandmothers that they liked him and that she had excellent taste. Her grandfathers on the other hand begrudgingly told her they liked him, he seemed decent enough. Gwen just smiled softly before she said goodbye and went to her room.

Normal is overrated, Gwen thought with a smile and a chuckle.

Who wants that?

* * *

**A.N. Hope everyone enjoyed the chapter! What did you think of MJ and Gwen's first meeting? Did it live up to expectations? Let me know what you guys think! I'm curious to know what you thought of the first meeting and what their relationship may be. **

**Please leave a review! **

**Thanks for reading! :)**


	8. Eight

**A.N. Thank you for all the great reviews! **

**Here's chapter eight! :)**

* * *

Eight

"Are you serious?" Peter asked.

"I'm very serious," Gwen said solemnly trying not to smile.

Currently the two of them were sitting hundreds of feet in the air on a web Peter had created on the top of a bridge. Gwen found the web was surprisingly comfortable to sit on even though it looked like it may be hard to sit on for too long. Despite being several stories up as well she felt rather at ease. She wasn't the biggest fan in the world of heights but she also knew Peter wasn't going to do anything that would jeopardize her safety so she wasn't worried about falling to her death. The only thing she was uncomfortable with was the wind. It was much colder so high up in the air. Although, Peter had already thought of that and had brought a blanket with him as well stuffed into his backpack just in case. The cold didn't seem to bother him very much. The two of them were lying together in the center of the web looking up at the stars.

The two of them had been trying to outdo the other by seeing which one of them could name more constellations. So far it was a pretty even match when Gwen interrupted the little game with a question for her boyfriend. Now, they had abandoned their little game in favor of another conversation.

"Please," Gwen gave him a puppy dog face. "I promise it won't be as awful as it sounds. You'll get to see all the new gadgets Oscorp has come up with."

"I suppose I'll have to wear a suit." Peter mumbled.

Gwen smiled wrapping her arms around Peter's neck before she kissed him softly. Peter smiled warmly at his girlfriend wrapping his arms around her torso tightly. The web dipped because he was heavy than her and with her combined weight on top of his it drew her in closer to him. She didn't mind in the slightest being pulled so close to her boyfriend.

"Thank you," Gwen whispered happily. "You've saved me from an evening of boredom of trying to explain what I do over and over again to whoever I bring with me."

"What is it exactly anyway?" Peter asked.

"It's basically a big party." Gwen explained. "They call it a gala though. Oscorp hosts a huge party every year to show off their newest gadgets to the public. They explain what they're doing to help the environment and how they're helping New York. This year's is supposed to be bigger because a rebuilding sort of party after the whole crisis with the giant lizard attacking everyone trying to make more like him as well. They want to show people that Oscorp has dismantled the problem and is repairing the damage they made on the city. They want to show people they can be trusted once more."

"Who do you normally bring with you?" Peter asked, curiously. "A date?"

"Last year I did." Gwen raised an eyebrow at him.

"Oh?" Peter raised his head. "That's uh, nice."

Gwen shook her head as she pecked him on the lips softly. "I wouldn't worry very much about the guy, he was boring. He didn't understand anything about science or my job and I couldn't wait to get home so I wouldn't have to explain anything to him anymore."

As Peter chuckled softly Gwen could tell he was relieved by her admission. She was grateful he agreed to come with her, it would save her from another boring event at Oscorp. She actually liked going to these events in some cases because she got the chance to talk to other scientists about their work. Ones she didn't have the chance to meet while working there herself. It gave her an opportunity to mingle with other people she didn't have a chance to work with. She also had a chance to look through all the different things Oscorp was working on. Since she had Peter coming with her to this gala she knew he would be interested in what was going on at Oscorp just as she was. She also wouldn't have to explain anything to him. He would understand.

"You had to explain your job?" Peter asked incredulously.

"I thought he was smarter." Gwen shrugged. "He's on the debate team at school."

Gwen kissed him again with a smile on her face before she mumbled something about another constellation catching him off guard. Peter shook his head returning his attention to the night sky. From where both of them were lying they could see almost all the stars in the sky. It was one of the few places in the city where they could see the stars at night. The two of them returned to their game trying to outdo the other.

* * *

On the day of the gala Gwen was ready by late afternoon a few minutes before Peter would be arriving to pick her up. She wore a long silk white dress that went over one shoulder on her. Her hair was pinned up on the top of her head. She walked into the living room where her mother and her brothers were sitting walking the gala on TV together.

"So, what do you think?" Gwen asked.

Howard was the first to turn around. He smiled at his big sister for a moment before he spoke. "I think we're going to be picking Peter up off the floor when he gets here and then rushing him to the emergency room."

"You look pretty," Simon said.

"Yeah you do." Phillip agreed. "Like Cinderella or something."

"You look beautiful, sweetie." Her mother smiled warmly. "Although, I may have to agree with Howard, we might have to pick up Peter when he gets a look at you."

Gwen shook her head as she walked over to get the door after the small knock. Gwen pulled open the door revealing Peter dressed rather nicely. He wore a black suit with a black dress shirt on underneath his suit jacket. He had a nice dark blue tie on with a Windsor knot perfectly straightened. Of course he had decided to forgo the dress shoes instead choosing to wear a pair of his black skate shoes. His hair was in its usual disarray but it didn't matter because it went rather well with his look. Peter smiled warmly at her as she opened the door. But for once Gwen couldn't seem to formulate the correct words in response to her boyfriend. Instead she couldn't seem to take her eyes off of him as she opened the door further to let him in.

Behind her she could practically feel her family's eyes boring into her back as they watched her closely. She truly wished that at that moment in time her brain hadn't choose to stop working completely. She had heard a lot that when you end up getting your heart involved your brain could no longer function properly. She saw it happen with Peter all the time but she attributed it to nervousness and shyness rather than his inability to let his brain speak. However, from this perspective she suddenly understood why people said that about hearts and why Peter had a hard time speaking around her.

"I think we guessed wrong," Howard teased. "We should be picking Gwen up instead."

"Don't forget you're the one who tripped three times on his way to talk a girl." Gwen quipped. "You almost broke your nose walking over to a girl on a perfectly flat surface."

"Hey!" Howard said indignantly. "I thought you promised not to mention that again. Don't make promises you can't keep, sis."

"But those are the best kind," Peter and Gwen said.

Both of them turned to look at each other for a moment before shaking their heads at one another. Howard chuckled in response to the speaking in unison moment between the two of them.

"We should go." Gwen said softly.

"Right behind you," Peter agreed.

Gwen and Peter waved goodbye as they left the apartment leaving behind a rather amused Howard. Peter wrapped an arm around her waist as they walked down the hallway away from the apartment together. Gwen let her head rest on his shoulder for a moment.

"You look beautiful," Peter whispered. "I didn't get the chance to say that before."

"You don't clean up so badly either." Gwen teased. "You look very handsome in that suit."

Peter shook his head at his girlfriend before he leaned closer kissing her gently as they got into the elevator together. Gwen hit the button for the lobby giggling softly as she did so thinking Peter had bothered to actually use the lobby on his way in. Then she realized something turning to look at Peter who was leaning against the wall for the first time she realized he didn't have his backpack with him. Gwen wondered if he was wearing his Spider-Man suit underneath the suit itself and if he was she couldn't help but wonder where he was keeping the gloves and mask of the suit.

"Where's your backpack?" Gwen asked suddenly catching him off guard.

"What?" He asked confused. "My backpack?"

"Yeah," she said. "Don't you keep part of your, uh, _suit_ in there?"

"Oh," Peter said realization dawning. "Normally yes, but I didn't think it would be appropriate to bring my backpack with me so I found a different way to carry them."

Peter unbuttoned his jacket holding it open so he could show her there was an inner pocket button closed so nothing would fall out. He reached inside pulling out a piece of red fabric through one of the buttons. It matched that of his suit. Gwen nodded in understanding. Instead of carrying around the other pieces of his suit he had decided to just stash them on his person instead. As long as he didn't leave his jacket anywhere then he would always have the rest of his suit with him.

"How's the new suit?" Gwen asked.

"Just as uncomfortable as the last," Peter answered. "Spandex is never comfortable."

Gwen just shook her head at him feeling his hands wrap around her waist pulling her closer to him so she could lean again his torso. Peter kissed the side of her head as they continued to watch the floors ding away before they reached the lobby.

* * *

Gwen could guess by the look on Peter's face when they arrived he hadn't realized just how big this event actually was. Oscorp didn't pull any punches when it usually came to this party but they were going all out this year with TV coverage from every station to make sure they could reach everyone. They wanted to go all out this year to show everyone they were changing the way they did things. They wanted and needed to be trusted again. Oscorp was willing to do almost anything to win back the trust of every New Yorker they possibly could. This was the first gala that was actually open to the public. Anyone who wanted to come see Oscorp latest designs and improvements was free to do so.

People were already lining up by the dozens to actually see what Oscorp had been trying to do when it destroyed half of the city in the process. Gwen knew people wanted real answers from Oscorp itself to better understand what they had done to ensure it wouldn't happen again. Oscorp was promising tonight everything would be explained. Gwen wasn't sure how exactly they were planning to smooth this one over but apparently the board members seemed to have something up their sleeve. Gwen knew they wouldn't have called everyone here tonight if they weren't sure they could clear this mess up one way or another. She also noticed they had increased their security tonight. There were so many police officers circling through the crowds as well as Oscorp's own security who were specially trained to deal with most problems that could happen at Oscorp specifically. Most of the police officers knew her and waved politely to her if they couldn't stop to say hello.

When she was younger she and Howard were always at the police station with their father sitting in his office while he worked at his desk. Whenever they were called out they were left with a permanently desked old friend of their father's. They had trained together and been partners until an injury to his friend's knee cost him his job in the field. There was too much damage to his knee and he's on a strict restriction by his doctor where he can't do any sort of physical activity that could reinjure his knee. If he ever did anymore damage to it he would have to get a knee replacement. He never minded watching her and her brother when their father was called away. Gwen shook her head, seeing so many police officers in one place had her mind strolling down memory lane.

Peter gently nudged her getting her attention once more. She smiled at him as she slipped an arm through his heading over to the front entrance where she showed her Oscorp badge to the man at the door. He nodded letting her in. He then handed Peter a guest badge under Gwen's name. Anyone who was coming in without an Oscorp employee was given a guest badge while anyone who came in with an employee was the employee's job to watch. Gwen nudged him gently mouthing to her boyfriend as she did so.

_Do not get me in trouble._ Peter just chuckled making Gwen nudge him again shooting him a look. He nodded as he looked down at his shoes. Gwen shook her head pulling her boyfriend along with her as they walked into the large building together.

The entire lobby of Oscorp was done up nicely with decorations. The screens which normally depicted a shadowed Norman Osborn were now showing everything Oscorp had built since the last gala. On either side as they entered were tables lined with food and several stands which were providing drinks to everyone at the event. Servers stood on the outside of the tables watching over the food. Gwen knew they had spared no expense to make sure tonight went well. In the center on the lobby stood a small stage with a podium on it with chairs lined up along the back of the stage as well, it was seated just before the escalators. Although, the stage itself was completely devoid of people on it. Music played softly in the background of all of the excitement going on. There was a tinge of anticipation in the air as everyone wander around the lobby.

Further back behind the escalators were all the gadgets Oscorp was showing off. The lobby was a lot bigger than most people actually realized. It helped that they had also opened up every single room on the floor as well to accommodate all the people as well as the pieces they were showing. Gwen could see some of the older scientists were mingling up on the second floor where the escalators let off. Most of them were heads of the departments at Oscorp. She recognized her new boss, the one she was now interning under after Connors, and then Smythe. She turned to look at her boyfriend but quickly realized he was too busy taking in everything he saw all around him for the moment. Gwen tugged on his arm pulling him further into the room as they went. People were swirling all around them trying best to figure out what was going on in Oscorp these days. Once her boyfriend thawed out it was easier to pull him along as they walked past the stage.

Gwen saw the heads of the departments on their way down. Once they hit the main floor they scattered taking their respective places in front of their works answering questions anyone had about what they did. Gwen and Peter walked down the rows and rows of different experiments.

"What's that?" Peter asked suddenly, pointing at something. "It looks weird."

"Oh, that's a glider." Gwen shrugged. "It's virtually useless at the moment. Right now, it's basically just a really big and extremely expensive paperweight."

"Why?" Peter asked.

Gwen followed Peter as he walked over towards it so he could get a better look at the strange device seated on a platform. It had a plaque in front of the stand explaining who made it and what it was called along with an out commission seal on the bottom of it. Peter bent over so he could see beneath it. Gwen figured he was probably trying to figure out the best way to take it apart or to rebuild it if he so pleased.

"No one can drive it." Gwen explained. "It's too fast for ordinary human reflexes to drive. Dr. Connors' experiments were supposed to lead to a driver for it because combing two species would've made for a faster reaction time. However, we both know how well that turned out. They've been experimenting – I believe – with another formula to just enhance humans themselves but considering the issues we've gone through they're not exactly hurrying. Instead I think they've been looking for a way to just slow it down so anyone coordinated can drive it instead."

Peter nodded in response returning to his full height before turning to his girlfriend with a small smile as he wrapped his arm around her waist again. Gwen shook her head as the two of them turned around walking away. Not very many people were paying much attention to the glider. It wasn't flying, no one was using it, and it said it was out of commission. Just as Gwen said, it may as well just be a paper weight for all people cared about it right now. Gwen and Peter returned to the crowd walking around checking out all the different gadgets.

Sometimes the music playing softly in the background was interrupted by the screen which had started showing charts and statistics with a voice who explained what certain things on the screen meant. Gwen knew it was to draw attention not just to the things they were building but to how well they did not just financially but employing people in New York. It had the largest populations of workers in New York. Without Oscorp New York would face a much larger economy hole. Gwen introduced Peter to her new boss who seemed more than thrilled about having Gwen Stacy working for him. Gwen blushed while Peter couldn't help but grin like a proud boyfriend as her boss poured on the compliments.

"Gwen is one of the best interns to have ever worked at Oscorp." Her boss smiled. Gwen blushed. "I think everyone was jealous when Dr. Connors found her first. I was grateful to have the chance to work with such a brilliant young mind."

"Okay," Gwen said trying to get him to stop.

"There's nothing to be embarrassed about, Gwen." Her boss said. "You should be proud of your accomplishments and that people were fighting to have you working with them. And you should be proud we want to brag about how lucky we are to have you working here."

"More modest than embarrassed, I'd say." Peter smiled.

"Boyfriend?" Her boss asked. Peter nodded. "Lucky guy," he gently nudged Peter before he strolled off rejoining the crowd around them.

"Wow," Peter said. "Why are you blushing? You should be proud. I know I'm proud of you."

Gwen didn't know how to answer that so she didn't instead she just kissed her boyfriend probably slightly more than publically acceptable but at the moment she couldn't care less. It wasn't that compliments bothered her or something. Normally she was perfectly at ease in the spotlight, she didn't strive to end up there, it just always ended up happening, and it was something she had gotten used to over the years. Sometime she needed to get up in front of people to speak or to accept an award. On the debate team at school the spotlight and pressure didn't bother her in the slightest because she strived under pressure. The spotlight, compliments, and praise she had gotten used to. But for some reason when she saw the look of pride on Peter's face he had for her she couldn't help but blush in response.

She respected Peter's intellect. She had seen firsthand the sort of things he could make when he put his mind to it. She had also seen how much Peter could understand when it came to the advanced sciences she dealt with everyday at work. Since he was her boyfriend she supposed she ended up holding his opinion of her higher than anyone else's. So, when she saw the look of pride he had for her on his face she couldn't help but feel her insides turn to mush because she knew she had garnered his respect for her as well. From anyone else saying they were proud of her she would've said thank you to them politely and respectfully but with Peter she ended up with an overwhelming urge to kiss him. So she did because she could and because she wanted to. She could tell her response had taken him by surprise but he wasn't complaining.

They broke apart and continued looking around the room at everything on display. After a little while she noticed Peter kept looking around. He seemed to be looking for something in particular as he scanned the room over and over. For a moment she wondered if something was going to go horribly wrong or something to the same effect but Peter wasn't tense. He seemed perfectly calm. Except he looked like he had lost something.

"What are you looking for?" Gwen asked.

"I just realized something." Peter said suddenly at the same time. "Sorry."

"It's fine." Gwen motioned for him to continue. "What'd you notice?"

"Uh, there are other head interns, and they're all wearing the same badge that you are." Peter began explaining. "I also know what the regular interns are wearing for badges and I noticed something about all of them. They're all a lot older than you are."

"Yes," Gwen looked around. "Most of them are college students looking to fill their internship requirements to graduate. Others are people who like science, can understand it, and need extra cash."

"Just, impressive," Peter said awed. "I mean, it's just something I didn't notice before."

Gwen opened her mouth to say something but the music cut off suddenly along with the voice from the video to free the speakers so the person standing at the podium could be heard clearly. Peter and Gwen turned to look over at the stage. The seats on the stage with filled with some men and there was another man standing at the podium asking for everyone's attention. Gwen tugged on Peter's hand walking around to the other side so they could see who was on the stage. A crowd had gathered in front of the stage so they could see what was going on. Several cameras were projecting the image onto the screens so everyone on every floor could see what was going on. Gwen noted they had opened up several floors going up as well. Now people were leaning over the sides to see what was going on downstairs.

"That's Harry," Peter whispered. "Up on the stage."

"Not surprising," Gwen whispered back. "His father does own this company."

"Ladies and gentlemen," the speaker said once everyone quieted. "We want to welcome you to Oscorp!"

He paused as the people cheered and clapped for a few minutes. He wanted patiently for them to finish before he took a deep breath to resume speaking.

"Oscorp has had a trying year since last year's gala." He said solemnly. "Oscorp promised all would be explained and it will be but we thought it best to be explained by a leader to all who work here at Oscorp. So, please ladies and gentlemen please welcome Norman Osborn!"

The crowd clapped but it seemed like no one knew how to take. It had been years since the head of Oscorp had been so publically seen. Normally it was impossible to even catch a glimpse of him anywhere, even when he stepped out of his house. His security detail was just as tight if not tighter than that of the president's. At least the president could be seen when he left his house. Norman Osborn had started to seem more like a myth than an actual person anymore.

"Wow," Gwen said. "They really are trying to impress everyone."

"I'll say," Peter smiled. "I've never met Norman Osborn and I've been friends with Harry since we were little kids."

"Never?" Gwen asked incredulously.

"Nope," Peter shook his head. "Harry has an awful relationship with his father. He practically raised by their butler instead of his own father. His mother left his father when he was very little and he hasn't seen her since."

"That's terrible." Gwen said softly.

"I want to thank all of you for coming tonight." Norman Osborn said. "I know it seems right now like it may be hard for you to trust Oscorp. But I'm here to remind you that this was not of Oscorp's doing. Please, do not like the actions of a few change your mind about why we do what we do here at Oscorp. We are striving to make a better world for everyone in it. We want to create a better world! What happened here was tragic and inexcusable, the actions of a man who skipped every safety procedure in the book and ended up creating a monster because of it. It's science at its worst. Had he followed the normal procedures starting in a smaller scale we would've identified the problem earlier on. We do not know exactly why Dr. Curtis Connors tested his formula on himself so suddenly. We know that he is getting all the help he needs where he is so he can no longer hurt people. And Oscorp is monitoring the actions of all of those who work here much closer. We have tightened security and we are working to make sure this never happens again. We're here to help, not to hurt."

The people around them clapped in response but the press standing directly in front of the stage snapped pictures while they asked dozens of questions. They listened as the CEO continued his explanation as to why Connors went off the deep end without anyone at Oscorp noticing what happened. Norman Osborn answered all of their questions swiftly without getting caught off guard by any of the questions they asked. Even when they asked who launched the cure from the top of the tower he didn't even flinch. He simply answered that an intern had created the toxin, handed it over to the police, and then to Spider-Man as far they could tell. Gwen was relieved no one knew she had cooked the antidote, she didn't want to have to explain why she knew to use it or where she had gotten it or if she had been in on Dr. Connors' scheme. It was safer remaining hidden as far as she was concerned.

The gala continued onward after Norman Osborn spoke and answered the people's questions. Gwen and Peter could easily see why he didn't want to answer too many more questions. The CEO looked tired and in desperate need of a seat or a nap. Someone brought him water as he took a seat beside his son. Harry turned to look at his father saying something to him as he did so. His father nodded rising from his seat again with his son at his side this time walking down the steps on the small stage. Gwen assumed they were making the rounds while Norman still had the strength to move around. He was probably extremely tired from all of the excitement. Gwen slipped her arm through one arm Peter had tucked into his pocket leaning her arm against his shoulder with a small smile. Peter smiled softly at his girlfriend. Gwen tugged him towards the table with the food lined on it. She guessed that by now he probably had to be very hungry.

Peter tended to get hungrier than any normal human being because his metabolism worked much faster than any normal human's. She wondered what the Parker's food bill looked like at the end of every month with how much Peter probably consumes. Peter smiled at her gratefully and she realized she was right when she thought he might be getting hungry.

"Peter, Gwen!" Harry walked over. "I didn't know the two of you were coming tonight."

"I was dragged," Peter said, earning a nudge.

"I did not drag you here." Gwen shook her head. "You agreed to come here with me."

"Wow," Harry whistled. "I didn't know you liked science enough to come to this kind of gala. Most people who came tonight were adults."

"Ah, well I work here, so..." Gwen said. "It's rather mandatory for all Oscorp employees."

"Oh," Harry said surprised. "I didn't know you worked here, sorry. Well, don't feel too bad. It's mandatory for a son of the CEO too. I'm glad you guys are here though maybe you could explain to me what all these people are talking about because I feel very, very lost when it comes to all this stuff."

"Too many big words?" Peter teased.

"I'm not even sure they're speaking English anymore." Harry shook his head. "It's like everyone here tonight is speaking some kind of foreign language with each other. I'm in desperate need of a translator. Would you help me out?"

"Ah," Peter turned to look at Gwen.

"Sure," Gwen answered swiftly. "Provided I get to hear some of those stories you promised."

"Deal!" Harry agreed before Peter could speak. "We're sitting over there with several other Oscorp scientists who are the department heads. I'll meet you over there after you've gotten some food."

Harry ran off before Peter could make him promise not to tell his girlfriend anything. Peter turned to glare at Gwen who acted like he wasn't staring at her at all. They gathered up food before they went over to Harry's table where he was already seated with his father. He pulled out the chair beside him nodding for both of them to sit down at the table with them. Gwen sat beside Harry with Peter on her other side. For a moment neither of them spoke while Harry turned to explain to his father who they were.

"Dad, this is my old friend Peter Parker." He pointed to Peter who waved politely. "And this is his girlfriend Gwen Stacy. Peter, Gwen this is my father Norman Osborn."

"Nice to meet you," he said. He eyed Gwen for a moment. "Are you the Gwen Stacy who works here?"

"Yes," Gwen nodded.

"So, you're the intern who saved the day." Norman said. "Well, it's very nice to meet you, Ms Stacy. I appreciate your hard work and quick thinking with the formula. I hope your new boss gave you the raise we discussed."

"Yes," Gwen nodded. Norman nodded in response.

"Of course I gave her a raise," her boss said. "She deserved every penny of it."

The conversation continued moving into the different fields they had going on there. Gwen and Peter gave Harry small quick explanations of what they were saying so he could join into the conversation every once and while. With some understanding of what was going on he didn't seem quite as bored as he had when he was seated on stage listening to his father speak. Gwen got to watch Peter squirm again when he commented several times impressing everyone at the table making one of them ask why he wasn't already working at Oscorp as intern of some kind. Gwen turned to Peter with a small smile wondering what his answer was going to be to that kind of question. Peter answered that science was more of a hobby than a job to him after some stumbling over his answer caught off guard by the question.

Harry seemed grateful for the information they kept relaying to him throughout the meal. After they finished eating most of the scientists announced they were going to find their wives who were collected around another table talking with one another. None of whom were interested in listening to their husbands sucking up to their boss. Norman was asked away by one of his assistants to talk with the press once more leaving them along together at the table. Peter noticed Harry staring at something while they were sitting together.

"Something wrong?" Peter asked breaking the silence.

Harry didn't respond. Gwen looked over at Peter questioningly who followed Harry's line of vision to wherever he was looking. Peter mouthed _hot girl_ to Gwen who nodded in understanding. Peter leaned over tapping his friend on the shoulder. Harry turned to them slack jawed as he realized they had been trying to get his attention before. He looked at both of them questioningly.

"Huh?" He said.

"Go," Peter waved. "Nice seeing you."

Harry waved goodbye to both of them making Gwen giggle as Harry jumped out of the chair so quickly he nearly knocked it over. Peter shook his head at his friend leaning on the table looking over his arm at his girlfriend. Gwen smiled at him with a small shake of her head as she did so. Gwen leaned back in her seat for a moment before she remembered she had something she wanted to tell Peter. She quickly took a look around her to make sure no one was listening or paying them any attention. She placed her hand on his forearm pulling his attention away from a demonstration.

"Before I forget," she began. "I have the results from the sample of blood I took. I locked them in my desk upstairs. We should get them before we leave."

"Okay," Peter nodded. "Do you know what the results are?"

"No," Gwen shook her head. "I thought you should know first. I just ran it through the computer – and don't worry – I deleted everything in the computer system. No one will ever find anything. I already destroyed the blood sample I took from you. I haven't seen anything about the blood sample I took from you. It's your choice as to whether or not you or anyone else should know."

Peter nodded in response thanking her. He wrapped an arm around her waist kissing her gently for a moment before he pulled her away. Gwen let herself lean against her boyfriend for a moment. Peter kissed the top of her head softly gently rubbing her back as he did so. They stayed like for a moment until Norman Osborn returned to the table this time with a few other men with him. Peter and Gwen broke apart as the men sat down with him at the table. Norman smiled politely to Peter and Gwen asking where his son had run off to. He then sent his assistant to find him his son. Peter's head quirked looking at the men in front of him, there was something familiar about one of them but he didn't know where he had seen him before. Gwen nudged her boyfriend jarring him from his thoughts. She whispered softly asking if he was okay to which he nodded in response. Gwen placed her hand on the back of Peter's shoulder rubbing back and forth on his shoulders. As she returned her attention to the men Norman was talking to she realized one of them was staring at her intently.

"Now I recognize him." Peter whispered. "That's Maxwell Dillon. The man I saved from the water."

"The one who's staring at me?" Gwen asked.

"I don't know." Peter shrugged. "Maybe he just thinks you're beautiful. I didn't know he worked at Oscorp."

"Why do you think Oscorp has been looking so hard into the power surges?" Gwen asked softly. "It was an Oscorp electrical team who had the accident. They want to know if they accidently caused the random power surges with what they had been trying to do. Last thing we need is to be costing the city money paying the electricity bills."

Gwen shook her head elbowing him in the ribs as he chuckled softly. The two of them tried to continue listening to the conversation but neither of them could figure out why Maxwell kept looking over at the two of them. Norman wasn't sure if they should've continued their conversation with Peter sitting right there because he doesn't work at Oscorp. Harry who returned to the table vouched for Peter's silence on anything they talked about at the table. Peter nodded in agreement with his friend thanking him for doing that. Peter was happy it wouldn't be on Gwen's head if he slipped or something.

After a little while Maxwell excused himself from the table. Gwen wondered what was wrong with the poor guy as he walked away from the table. It was almost like he was shaking. The lights in the whole building deemed as Maxwell started running off. He went right into the men's bathroom almost knocking someone over as he did so. Gwen frowned as the lights dimmed once more and her phone in her purse buzzed. She reached into her purse pulling out her phone which was alerting her to another power surge. Only this time the power surge was here, at Oscorp. Gwen showed Peter the phone with wide eyes as she did so. The minute Peter saw the red dot on top of Oscorp he began looking around the room as though he was expecting the man in black to appear out of thin air. Soon every phone of everyone who worked at Oscorp went off alerting them to the power surge.

Then all hell broke loose.

Something exploded and everyone in the room scattered. Gwen turned her head in the direction of the explosion seeing a wall beside the bathroom had been completely destroyed. Standing in the hole was the man dressed completely in black. Everyone around them took off in different directions. The police came running into the building almost immediately along with Oscorp security. They yelled for the man to stand down but the man in black didn't seem like to type to back down. The sight of the police and security trying to stop him only seemed to anger him more just as it had when Spider-Man tried to stop him as well. He shot bands of electricity at them. Most of the police jumped out of the way as he attacked them. Others just opened fire on him instead trying to stop them but he managed to deflect all the bullets away.

Peter and Gwen jumped out of their seats as the private security for Norman Osborn ushered Harry and Norman out of the way of the danger. Peter saw the police were going to get themselves killed as all of them took cover behind different objects. Gwen grabbed Peter's hand pulling him to the back of the building with her already knowing exactly where she needed to go. Peter just followed her as the two of them maneuvered through the bunch of people trying to run out of the building. Gwen pulled open a door running through with Peter right behind her, locking the door behind her as she did so.

"We need to turn off the power." Gwen said. "Are you going to change?"

Peter was already in the process of pulling off his jacket and pulling out his gloves along with his mask. He undid his jacket so he could change into his Spidey suit. Gwen grabbed a flashlight out of the emergency kit on the wall so she could see once she turned off the power in the building. She quickly began flipping the switches turning off everything she could in the building hoping she wasn't interrupting any sort of experiments that needed power or something. The lights in the entire building went off. Then they flicked for a moment before they went right back on making Peter frown.

"Let me guess," Peter said. "A back-up generator."

"Working with dangerous chemicals in the dark is usually a very bad idea." Gwen nodded. "It has to be shut off manually. I'll take care of the back-up generator."

"I'll keep him occupied while you do that." Peter pulled his mask on. "Good luck!"

"Come back alive, Bugboy!" Gwen yelled after him.

* * *

**A.N. Alright, let me know what you guys think! Good so far? Like where the story is going? Hate where the story is going? Honest opinions, please! Just don't be rude. **

**There was a review sent to me and I don't know whether or not it was real. So, if it was real than I'd like to thank him for his very nice review. If not, then oh well. Thanks anyway, I guess. It was still a nice review. ;)**


	9. Nine

**Thank you for the wonderful reviews.**

**I know, evil cliffhanger. Here's the story! ENJOY! :)**

* * *

Nine

Gwen knew the only way to turn off the back-up generator was to use the computer to manually override the automatic switch. This generator cost thousands of dollars and was the same type many people in Florida would have. It's designed to be built directing into the building's electrical unit so it knows exactly when the power goes off because within 30 seconds it's supposed to turn on. In a building where it's dangerous to have no lights or to lose power because it means people could be losing work that cost thousands of dollars it's important to have power all the time. Gwen quickly turned on one of the computers sitting in the room hoping she'd be able to find what she was looking for on here quickly. The lights kept flicking on and off as she heard the generator in the wall groaning as it struggled to provide enough power. She wondered if it might just give out saving her from bothering with the computer at all. Gwen also wondered how much electricity he was sucking from the generator in order to provide a blowout like that.

She changed her mind about hoping for a blowout soon knowing what he was drawing from the generator he was probably directing it at her boyfriend. Above her she could hear different things exploding. She could hear the hiss of electricity as it arched through the air before it hit something causing it to explode. She heard several slams and if she listened carefully enough she could hear Peter's web-shooters as well. The thwip of his web-shooters however was muffled by the sounds of people running and screaming but most of all it was blocked by the noise of gunfire. It sounded like the police were still doing their best to slow whoever that man was down but it didn't seem to be working. Gwen shook her head focusing on what was going on in front of her and not the noises around her. She looked through the Oscorp database on the computer looking for the controls. She heard another crash from upstairs closer this time to the door. She ignored it favoring the task at hand as she looked for the right control. Gwen stilled her movements hearing silence from above. She listened intently for some kind of sign of any life.

After one of the longest moments of her life up there with hiding in a closet with the Ganali device while her former boss walked through the room looking for it and her. She got her answer as to whether or not there was anyone upstairs. The door blew open as someone was thrown into it. For a moment she thought it man had been Peter who was thrown into the wall guessing he wouldn't have thrown the man in black anywhere near her but she quickly realized it wasn't him sinking to the floor. It was an Oscorp security guard who groaned in pain before he collapsed on the ground. She ducked down as she heard a pair of boots crunching what sounded like glass beneath his feet as he walked to the door. After a sudden thought she reached up turning off the monitor of the computer so the light wouldn't show in the dark basement.

Looking out from underneath the table she saw the man who had been thrown through door was smoking with severe electrical burns as well. She could see the man in black step through the doorway pushing away what was left of the door as he came inside. Gwen could see there were several webbing strands stuck to him as he walked; his uniform looked partially torn on one side as well. Gwen didn't move as he carefully peered down into the room holding up his hand as he did so. A small blue ball appeared in the center of his palm. He held his hand out so he could use it as a flashlight. Despite knowing she was definitely in danger without any means to protect herself she couldn't help as her thoughts strayed to her boyfriend. Where was Peter? She thought. She knew she was in trouble but she hadn't anticipated this man's decision to come looking down here.

The man began walking down the stairs still holding the little ball of electricity in his hand as he came down the stairs. He only made it halfway before his legs disappeared out from under him. Gwen looked up noticing Peter was standing at the top of the stairs holding a strand in his hands. Part of his mask looked burnt but otherwise he looked relatively unscathed from the whole ordeal. The man tumbled to the bottom of the stairs the light in his hand going out. Realizing she probably wouldn't get another chance she stood up turning the monitor back on as she did so returning to looking through the different files. She heard the man on the ground growl in frustration turning to look at Peter. He launched what looked like a ball of blue at Peter who jumped out of the way down the stairs kicking the man in the chest with both of his feet. Peter landed swiftly on his feet with little noise. The man tumbled over himself landing on the ground in an undignified heap.

"What is it with you?" The man asked coming to his feet. "What part of _I'm trying to help you _is confusing for you?"

"Trying to kill people doesn't seem very helpful to me!" Peter answered. He shot another web at the man's feet trying to pull them out from under him but the man fired the web. "Who do you think you are? God?"

Gwen shook her head and rolled her eyes at her boyfriend because now seemed like great idea to be sarcastic or to tease someone or mock them, when they're trying to kill you. Gwen was still typing away on the computer running through 50 different hoops trying to shut down the generator. Peter jumped out of the way of another flash a second later this time the man charged him grabbing Peter to pin him against a wall. Gwen wondered if the man had even noticed she was there. Peter stopped the man from trying to grab at his mask so he could electrocute him again instead smashed his elbow into the man's shoulder.

"I'm Electro," the man groaned. "I'm not God. I'm just a man trying to do what's right."

Peter scoffed as the man slipped a little in his grip allowing him to land a swift blow to the man's chest knocking him back. Peter moved to land another blow as he fell to the ground but Electro anticipated that using a blast to force Peter back. The blast didn't affect Peter because of the latex embedded in his suit.

"I think you need a new definition of right." Peter shook his head. "And by the way; what kind of name is Electro anyway? What happened? Did you lose a bet?"

Peter used his webbing pull his legs out again knocking him onto his back. And for the first time he realized Gwen was in the room working intently on the computer. His entire demeanor seemed to change in a split second as he saw Gwen. Without any warning he raised his arm sending another blast towards the row of computers blowing them up and knocking Gwen back into the wall behind her. Gwen thought the wall felt a lot harder than it looked as she collided with it. Her head collided with the hard cement of the wall watching as the world around her went blurry. She shook her head trying to get the world to come back into to focus. Gwen shook her head feeling her head throb as she did so, but the world righted itself, and she could see Peter had thrown – what was it – Electro in a wall.

Gwen waved Peter off as he started to come over to her coming to stand on her own two feet. The world around her swayed for a moment before it returned to the way it normally should be. Gwen went over to the computers to see if any of them would still work but they were all completely fried. The one she had been working on was completely blown to pieces and the ones on either side of it were melted. She guessed the computers and the table had taken the brunt of the impact because very little had happened to her. Peter used a web slingshot to launch Electro into the set of stairs keeping him down for a moment as Gwen walked past Peter to the electrical box.

"Are you alright?" Peter asked.

"I'm fine," Gwen said. "I have another idea."

Peter nodded as he returned to keeping Electro busy but it seemed more like Peter was playing keep away with him. After a while it became apparent Electro hadn't attacked Gwen because she had been trying to turn off his source of power but there was something else. He kept trying to get to her but Peter was standing in the way each and every time. Peter ended up throwing Electro through the ceiling back into the lobby.

"Let me help," Peter said.

Gwen had been trying to cut the wires to the generator so it wouldn't receive anything anymore. Peter instead decided to just forget being nice to the generator by making it something simple. Instead he just decided to put his entire fist through the heart of the generator. They both listened as the machine groaned and grumbled as it continued to try and pump electricity. Behind them Electro dropped back throw the hole landing on his feet. He moved towards them with his hand raised in the air but he soon realized nothing was coming out. Peter turned around and Gwen could almost see the smirk on his face as he stared down Electro.

"Now what?" Peter asked.

"This isn't over." Electro said.

In a flash of blue he disappeared just as he had before when Gwen found him standing over Peter in the classroom. Peter took a look around him but he didn't see anything. Gwen on the other hand seemed to looking at something else. She had noticed a spark of blue coming from the generator behind them. Both of them reached out to touch it almost at the exact same time but pulled back when it hissed and sparked somewhat angrily. Peter pulled the burnt mask off of his face looking it over. She figured he was mentally repairing it in his head as he looked it over with a small frown. Gwen gathered his clothes tossing them to him yelling at him to get dressed quickly as she crawled over the semi destroyed set of stairs to the man lying at the top of them.

Gwen checked his vitals realizing the man was still alive but only barely. She waved two of the closet policemen over so they could properly help the man. They helped get him out to the paramedics while Gwen waited at the top of the stairs for her boyfriend. He came jogging up while he was still trying to fix his tie as he did so; he was redoing his Windsor knot. Everything in the building was pitch black but the police were running around with flashlights in their hands. Gwen still hand the flashlight she had pulled from the emergency kit. She was using that to see while Peter on the other hand could see just fine in the dark without any help from a flashlight. Gwen jerked her head in the direction of the stairs. She remembered she had promised Peter the results of the blood test she had performed and she didn't want to leave it here any longer than she had to. Not if she had a chance to get it out of her desk.

"Come on," Gwen said. "We should get the test results now while no one will notice."

Peter nodded letting her lead the way to the stairs and then to her desk. All of Oscorp was in shambles as they tried to figure out which way was up. The building was completely dark and police as well as security were trying to lead the guests out of the building safely. No one even seemed to bother them very much as they walked through the halls and up to Gwen's floor. Her floor was completely devoid of people at all which they were both grateful for as they went to her desk. She unlocked the bottom drawer of her desk pulling out a manila folder.

"Okay," she said. "Let's go."

"Let's go." Peter said.

Gwen had Peter drop her off at her front door where all of them were waiting anxiously for her to arrive home. She hadn't realized she had missed calls from her family so she hadn't been expecting such a big reaction from her family when she walked in the door. Her youngest brothers came running up to her when she opened the door wrapping themselves around her legs and waist expressing their happiness to see their sister. Peter walked in behind her grinning at the two new attachments she had clinging to her. Her mother had smiled at Peter as she got up from the couch with Howard both to wrap their arms tightly around Gwen as well releasing her before her youngest brothers.

"I'm glad the two of you are alright." Helen said. "We saw what happened on the news."

"We're fine, mom." Gwen nodded.

"I should get going," Peter said softly. "My aunt is probably freaking out right now. I should go home and let her know I'm still alive. Nice seeing you again, everyone."

Peter waved goodbye to the family kissing Gwen on the cheek as he left the apartment. Gwen shut the door behind him locking it tightly. She turned back to her family for a moment. Both of her younger brothers had let her go while she said goodbye to Peter. She knew they had probably been terrified something was going to happen to her while she was at Oscorp. They had lost their father. Almost gotten killed or hurt themselves when Electro had attacked their school. Now, now she had been in danger. It was getting to be one family too many almost getting killed. She hugged both of her brothers tightly before she deposited them on the couch with Howard and her mother instead.

"I'm going to get changed." Gwen said softly. "Then I'm going to go to bed, I'm tired."

"Alright," her mother nodded. "Get some sleep, sweetie."

"Night, sis." Howard said softly.

Gwen hugged Howard tightly despite his groaning he smiled hugging his sister back. Gwen hugged her mother before she went into her own room locking the door tightly behind her as she went. When she turned around she saw Peter sitting on the fire escape on his cell phone. Gwen walked over to the window pulling it open as Peter turned to face her. Gwen left the window open as she walked into her closet sifting through her clothing looking for something comfortable to wear while she listened to her boyfriend talking to his aunt.

"I'm okay, Aunt May." Peter said, softly. "Don't worry, I'm with Gwen. We're at her apartment, right now, don't worry."

Gwen pulled off a pair sweatpants off of a hanger along with a sweatshirt she stole from Peter. Peter had slipped into the room while he was on the phone with his aunt. Gwen changed her clothes while she was in the closet tossing the dress into the hamper she kept there. Peter was still talking to his aunt when she came back into the room to undo her hair.

"Everything's fine," Peter said. "The police and Spider-Man had it all under control. Why? Okay, okay, here. My aunt wants to talk to you."

"Why?" Gwen whispered.

"She wants to make sure you're alright." Peter whispered back. "Plus I think she wants to know that I'm actually here and not doing something insane."

"Hi," Gwen said as she took the phone.

"Hello, Gwen." May said, softly. "I just wanted to make sure you were alright as well. What happened at Oscorp? I saw it on the news. What was that thing that attacked everyone?"

"We're not sure," Gwen answered. "It was a man. We know that much but we're not sure what he was after. Everyone was fine though. Just as Peter said the police and Spider-Man had everything under control and it was handled beautifully."

After a minute Gwen handed the phone back to Peter who was now sitting on her bed still dressed in his suit but his tie was loosened. He looked tired and there was a small burn mark on his face from where he had been electrocuted by Electro. Gwen pulled out her first aid kit from underneath the bed so she could treat the burn just in case. She wasn't sure it could get infected or whether or not it would just heal anyway. Peter was hanging up his cell phone when she saw down beside him with the first aid kit in her lap. Peter didn't move or flinch when she began cleaning the burn on the side of his face. He was too busy pulling the folder she had given him from an inside pocket on his jacket.

He didn't seem sure as to whether or not he wanted to open it. Gwen put the first aid kit off to the side on the bed so she could wrap an arm around his shoulder tightly. She kissed the side of his head feeling his head drop to her shoulder. She ran her hand up and down the side of his arm gently trying to soothe him as best as she could. He was still clutching the folder in his lap. Peter took a deep breath sitting up looking over the folder for a moment before he flipped open the cover. The piece of paper he had written the formula on sat on top of the results. He slipped the piece of paper out of the way so he could hold it side by side the results of the test she had run on his blood. Peter let out a breath as he looked over the paper carefully. Gwen sat beside him watching his face as he studied the papers in front of him intensely. After a moment he turned to her.

"They match," he said softly. "The formula was tailored to my blood sequence."

"Peter?" Gwen said softly. She wanted to know if he was okay, because he didn't look very okay right now. Right now, he looked unsure as to what he was supposed to think or feel. She touched his shoulder kneading her fingers into the tight muscles. She could feel how rigidly he was holding himself.

"Why?" Peter asked. "Why would he do that?"

"I don't know," Gwen said softly.

"I've spent my whole life asking why." Peter stood up. He paced back and forth in front of her. "I've been asking why ever since I was four years old and my parents left me with my aunt and uncle. I thought when I found his briefcase with the formula inside I'd find answers but all I've found is more questions! What's the point of tailoring the formula to my DNA? Was he planning to use me as a lab rat?! Who does that to their son? Why would someone do that to their son?!"

Tears spilled over Peter's cheeks as he let the floodgates open letting the worst of what he was thinking come to light. Gwen pulled her boyfriend to her immediately bringing him with her over to the bed. She let him cling to her as he let himself get everything off of his chest. He's grown up with so many things left unfinished. He's never known why his parents left him. To find out his father had designed a formula around his DNA that would turn him into a cross-species made little to no sense adding to the problem. He lost his uncle. She knew he felt responsible for his uncle's death. Maybe he was. Maybe he wasn't. It didn't matter. His uncle, the only father he ever knew was never going to be there for him again. He had watched her own father die and there was nothing he could do to save him either. She knew he felt responsible for her father's death as well.

He carried the weight of the world on his shoulders. He carried the guilt of so many deaths. He carried the weight of a past he didn't understand but wanted to. It was too much for any one person to hold. For once he was letting himself break down and let everything he was carrying fall for a moment so he could catch his breath. She could feel him pulling her closer to him as if she was the only thing keeping him from drowning. And she probably was. Gwen had quickly become the one constant he could always count on to be there for him whenever he needed her. She was his escape from the rest of the world just like he was for her. They were the other's safe haven. They were someone they could be themselves completely with no matter what without being afraid of judgment or anything else. Peter could let everything fall when he was with her because she would catch him if he started to fall apart. She would just be there when he needed her to. No one else would be able to understand just what they have been through.

Peter protected New York.

Gwen protected Peter.

"We'll figure it out." Gwen whispered softly. "I'm sure there's a good reason, Peter. Besides, you're father had stalled human trials. Right? He said it wasn't ready or it wouldn't work. He wasn't planning to do anything to you."

"Then why tailor it to my DNA at all?" Peter asked. "Whatever my father was planning to do with the formula it wasn't to create a world without weakness. He was doing something else, he had to have been. The formula is virtually useless to everyone else. It works but it's not a permanent solution for them. Who knows what else could've happened if Connors had continued to use it."

"It's probably not a permanent solution for everyone else because their body rejects it." Gwen said absentmindedly. Both of them moved to sit in the middle of the bed with the folder between them. "Unlike your body because it's been perfectly designed to your blood so it just melds together perfectly with your genetic code like it's been there since day one. As for why he wanted to tailor to your DNA at all, I don't have the slightest clue.

"I mean, what did he stand to gain if he never wanted to use it?" Peter asked. "It doesn't make any sense."

"Maybe he wanted to see if it would work." Gwen shrugged. "If he could make a formula that is specifically made for one person because maybe there's no way to create a decay rate algorithm for everyone."

"That would probably take forever though." Peter pointed out. "If each formula has to be recreated from scratch before it can be used it means they have to follow the safety protocols too. They would have to start at the mouse lab, then work their way all the way back up to humans. Most people who need this formula don't have that kind of time. Take Norman Osborn for example, he needs this formula now, and to tailor one to his DNA it would take at least a year. He doesn't have that kind of time to wait around for a formula that may not even work. My father had probably four years to create this one for me."

"Good point," Gwen conceded. "Most people would die before the formula was useful to them. What if tailoring this to your DNA had something to do with what Oscorp really wanted with this formula?"

"I still don't see a reason for it." Peter shook his head. "I was only four. What could I do?"

"No, your age then doesn't matter." Gwen shook her head. "You're father wanted to stall on human testing. He kept the formula with him until he dropped you off at your aunt and uncle's. Whoever broke it wanted the formula but he knew it would never work on anyone besides you."

"Oscorp probably would've been very upset to learn about that." Peter said thoughtfully. "He was supposed to be designing a formula that everyone could use, not something for just one person. So, he hides the formula but Oscorp keeps looking for and in the process murder both of my parents with a plane crash but they never find the formula because he didn't have it with him."

"Then they have Dr. Connors plunge on with his own research." Gwen pointed out. "They were probably wondering if he had known what the formula was your father used to breed the spiders but he didn't. So, Dr. Connors kept plugging away with different formulas hoping he may stumble across the right one at some point while he assigned people to figure out the spiders. It was covered up by making the biocable from the spiders' webs but they were trying to reverse engineering the formula your father had made them with in the first place. He probably used the blood sample he took from you to make them which is why all the experiments failed in the first place because we couldn't create something to take your blood's place."

"Great," Peter said sarcastically. "We know what happened."

"We just don't know why it happened." Gwen pursed her lips. "We still don't know what Oscorp wanted with the formula in the first place. What were they planning to do once they figured out how it worked? Besides curing Norman Osborn there has to be some bigger agenda here."

"Yeah," Peter agreed. "One so big my father hid the formula from it and lost his life over it. It was big enough for them to not want anyone to find out about it."

"Where were your parents going?" Gwen asked suddenly. "I mean, you told me that they had something they needed to do. If he wasn't taking the formula with him he had to have been planning something. After all, they did get on the plane in the first place for a reason. Right?"

"I don't know," Peter realized. "I don't know where they were headed when the plane went down. I guess I never thought about that before."

"Maybe we should look a little more into what your father had been planning." Gwen said. "Maybe there's something there that might help us figure out what Oscorp has been planning all these years. If you want to dig deeper, that is."

Peter nodded. "I need to know. Even if it's bad, I need to know. I won't be able to live the rest of my life if I don't know."

"Okay," Gwen nodded in understanding. "Then we'll figure it out."

She slide around to his side of the bed pulling him into a hug as she did so kissing him softly. Peter smiled laying back on the bed together even though they were facing the wrong way on it. He gently rubbed her back as they stared at the ceiling.

"Thank you," Peter whispered. "For before, when I had a meltdown on you."

"That's okay," Gwen peered up at him. "Sometimes you just need to get it off your chest. I understand, so feel to have a meltdown whenever you like if it's what is going to keep you sane. It's not healthy to keep everything bottled up inside. Trust me, I know the feeling and I know I've done my fair share of melting down on you as well so don't worry about it."

"Thank you," Peter whispered again.

"You're welcome," Gwen whispered back teasingly. "How's your cheek?"

"Healing," Peter growled. "It's already started itching and it's driving me nuts."

Peter rubbed his fingertips over the burn mark but before he could scratch it she swatted his hand out of the way so he didn't. Peter shook his head at his girlfriend trying to scratch it again as she spoke.

"That's not very far." Gwen commented offhandedly.

"True," Peter agreed. "But if I'm going crazy than I'm taking you with me, just so you know."

Gwen giggled softly as Peter began tickling her sides. She tried to swat his hands out of the way but he was too fast and got his hands out of the way before she could even touch him. After a few minutes of trying she gave up in favor of a different tactic: Distraction. Gwen fisted her hands into his dress shirt pulling him down so she could kiss him passionately. Peter stopped tickling her the moment his lips touched hers. Instead of the tickling fingers she had felt just a moment before now instead she could feel his hands gripping her sides pulling her tightly against his body as he leaned down further on top of her. She flipped them over pinning him to the bed with a grin.

"I win, Bugboy." She whispered against his lips.

"From where I am; losing doesn't seem all that bad." Peter commented with a grin. "So, okay, you win."

Gwen rolled her eyes at her boyfriend as he moved closer to connect their lips again. Gwen moved just out of reach as he moved closer. Peter shot her a look as she pulled away each time making him feel just a little more anxious each time. Gwen just smiled innocently as though she had done nothing to her boyfriend. Peter dropped back down against the bed as Gwen sat up on him with her hands braced on his chest.

"You look handsome in this suit." Gwen said absentmindedly as she played gently with his tie.

"You looked beautiful in your dress." Peter stared at her hands. She kept fiddling with his tie making him wonder what she was planning to do. "What are you doing?"

Gwen pulled on his tie forcing him to sit up so he came to her. Gwen smiled as she used the tie to keep him right where she wanted him. Peter softly as she reconnected their lips effectively cutting off his laugh.

Gwen loved Peter in the suit. He looked very handsome in his suit. He also always looked really good in his Spider-Man suit. But his best look was when he wasn't wearing any suit, as far as Gwen was concerned. After the horrible day both of them had they just wanted to seek refuge in the other. As well as remind each other neither of them was dead. They were alive, happy, and whole.

Suffice to say, Peter missed his curfew again.

By several hours.

* * *

**A.N. Hope everyone liked this! We've met Electro again. Peter fought him once more. Oscorp was destroyed, again. We've got a lot going on! What do you guys think? Good? Bad? **

**Seriously let me know what you guys are thinking out there! **


	10. Ten

**A.N. Here's the next chapter! Thanks for the reviews! **

**Enjoy! :)**

* * *

Ten

From where Peter was seated on the top of a building he could see the sun setting on the horizon behind all of the buildings. The skyline looked beautiful with the sun setting. Peter had the make-shift police scanner cell phone sitting beside him on his backpack while he played a ball breaking game on his cell phone. Two days had passed since the attack at Oscorp Tower. Construction crews were brought in to repair the damage done to the building thanks to Electro and Spider-Man. However, Oscorp hadn't shut down during the rebuild this time because many scientists had to continue their work or repair the damage done to their work by the power outage. The power surges since that night were relatively gone. There had only been one since that night in the middle of a random street not too far from Oscorp. He and Gwen figured he had probably recharged himself like people would recharge a cell phone battery when it's almost dead.

Peter already had his mask placed over his face just in case someone happened to look up and see him sitting on the edge of the building. He didn't want to chance anyone may have a way to see his face. Suddenly his game was interrupted by a phone call. Peter had placed a Bluetooth headset underneath his mask just in case someone called him. He looked at the screen seeing a picture of Gwen as well as her name scrolled across the screen. He smiled underneath his mask hitting the answer button on the headset.

"Hey," Peter said. "How's work?"

"Wonderful," Gwen answered sarcastically. "We're dealing with the fallout of the power outage. I never had any idea how many different things run on constant electricity. So, we've been cleaning up the mess all day. As well as watching several tests fail for a new formula we're developing."

"Bad day?" Peter asked.

"Could be worse," Gwen said. "I've had worse days. Anyway, I called because I think I found something in regards to our resident capacitor."

"Great," Peter said. "What'd you find?"

"I remembered something from the night of the gala." Gwen began. "Just before Electro destroyed the wall the man who had been sitting at our table, the one you rescued that night, and the one who had been staring at me: Maxwell Dillon. I looked him up in the Oscorp database when I had a moment to myself. He's worked here for years. When he was admitted to the hospital that night they couldn't find a single injury on him, he didn't have any kind of damage physically from what the doctors could tell. Now, Oscorp has a policy for big accidents like this one that all personal has to have several therapy sessions to be evaluated before they can return to work." Gwen explained carefully. "Maxwell should've been cleared already but he was given an extended leave of absence and was required to attend more sessions."

"Why?" Peter asked curiously. "And how did you find this out? And why are you looking up Maxwell Dillon? Was his staring freaking you out that much?"

"It's all written in his performance record in the Oscorp database. Every employee has one." Gwen answered. "He wasn't cleared because the doctor believed he wasn't mentally sound. I looked him up because I think he may be Electro. The timing fits. He disappeared into the bathroom practically shaking and freaking out. Electro blew through both the bathroom wall and the outside wall just beside where the bathroom was blown apart. Plus, Maxwell was the only member of the Oscorp faculty who wasn't accounted for after Electro attacked."

"Put two and two together." Peter nodded in understanding. "The timing fits. He disappeared the same time Electro appeared. Alright say this is Electro, how do we explain the attacks? Looking at both of them they seem rather random if you ask me. He attacked an elementary school and Oscorp. I doubt either of these have very much in common. What would an Oscorp employee have against an elementary school?"

"What does a giant lizard have against a high school?" Gwen countered. "To most people that attack has to make very little sense. But to us, it makes perfect sense because we know what he was looking for."

"So, you're saying we should look for what he could've wanted out either place?" Peter asked. He shook his head back and forth looking down at the street below him. "The only thing Oscorp and the elementary school in common is your last name. You and your brothers are the only connection I see between the two places but that doesn't make sense either. What would he want with the three of you?"

"I don't know," Gwen answered honestly. "He's a Spider-Man fan."

"What?" Peter asked, her comment catching him off guard.

"He's a Spider-Man fan." Gwen repeated. "Combine that with all of his strange comments about trying to help you and not understanding why you're trying to stop him and it further confuses everything. If he doesn't believe he's doing wrong by trying to kill people or attacking them what does he think he's doing? What's the point of it all? He's also been arrested."

"Arrested for what?" Peter asked curiously.

"He was protesting for Spider-Man when the protest ended up getting violent." Gwen answered. "He had been protesting with a few others when people who disliked Spider-Man jumped them. The police came to break it up and Maxwell resisted arrest claiming he had done nothing wrong because he had the freedom of assembly."

"That was broken the moment they got into a fight." Peter shook his head.

"Would've been different had he not swung at the people who jumped him." Gwen added. "Then the one who attacked them would've gotten in trouble. Ironically enough it was my father who arrested him too. It took place only a block away from the police station."

"What?" Peter said. "Your father arrested him."

"That's what it says in his file." Gwen said. "Why?"

"Think about it," Peter said. "Your father arrests him. Maxwell believes he has done nothing wrong as he had the right to peaceful assembly. If you look at from his point of view your father would be the bad guy even though he was just doing his job. If you keep going your father wanted Spider-Man off the streets more than anyone and issued the arrest warrant just to prove it. Again he probably see your father as the enemy. And your father never had the chance to the take the arrest warrant off of Spider-Man. The only common thread we've seen between Oscorp and the elementary school has been you and your brothers. What if he's doing all of this as some sick twisted version of justice? After all he keeps saying he's trying to help Spider-Man. What if he believes he's helping by making a point of Spider-Man's biggest nay-sayer's family?"

"What better way to get back at someone or to make a point than to kill his entire family?" Gwen asked sarcastically. "It would make sense. He went after my brother and then he went after me when he saw me at the computers. He hadn't been trying to stop me from shutting down the generator, he was just trying to kill, and destroying the computers stopping me was just a side benefit."

Peter looked down below him again at all the people there. He knew what it was like to feel power over someone else, to know you could hold someone's life in your hands, and he had almost abused his powers for revenge after his uncle died. But now, he couldn't even think about hurting someone with his powers. Not after everything he had gone through. He had seen the gratefulness from Jack's father when he returned his son to him unharmed that night on the bridge. He had seen the look of awe and happiness in Jack's. And he had realized that George Stacy had been right about him. He had been assaulting people in the dead of night hunting down a bunch of criminals who all the looked the same because he had a personal vendetta. That night he had changed his mind about what he was going to do with his powers.

Suddenly hunting down his uncle's killer seemed insignificant because he could do good with these abilities for everyone in New York. He knew he could stop the lizard one where or another. He could make sure someone else didn't lose their father or uncle or brother or sister. He could keep others from feeling the same pain he had gone through when he lost his uncle. Now, he knew if found his uncle's killer he wouldn't be able to bring himself to kill him because the man may have family somewhere. He may be a criminal and a murderer but he was still someone's son. He could be someone's brother or uncle or friend. Better he rot in jail then be completely lost to those people forever.

Of course, it seemed Maxwell Dillon doesn't have any sort of reservations when it came to whether or not to kill people because he could. Apparently, he wanted to make a point out of his girlfriend's family by putting them all six feet beneath the Earth with her father. It was then Peter realized both of them hadn't spoken in several minutes. He could still her Gwen on the other end of the phone though.

"Gwen?" Peter said softly. "Are you alright?"

"Wonderful," she said sardonically. "I just found out some crazed manic has a vendetta against my entire family because of my father. I feel we should both take a moment to realize the irony of the situation. He wanted you to stay away from me because you'd make enemies who'd want to kill me and it's _his_ enemies who are the first to try."

"I'm not going to let anything happen to you or anyone else in your family." Peter promised firmly. "I won't let him."

"Then we're going to need a way to stop him." Gwen took a deep breath. "We should get started on that."

Peter heard his scanner going off with a bank robbery in progress. He groaned tossing the scanner back into his backpack slinging it over his shoulder. He rose to his feet on the little ledge on the top of the building. He turned around to face the other side of the building.

"I'd love to but there's a bank robbery in progress." Peter explained.

"I'll get started on a solution, Bugboy." Gwen amended. He could almost hear her smiling over the phone. "I'll talk to you later."

Peter nodded saying goodbye as he ran to the end of the building jumping off. He yelled feeling the rush of adrenaline as he plummeted towards the Earth. He quickly shot a web at the building in front of him feeling his body being pulled forward into a swing as he passed over the city. He felt so at home doing crazy things like this. He also enjoyed knowing he was one of few people who got to enjoy New York this way. No one else got to see New York like this. It was thrilling.

* * *

Peter arrived home later that night to find his girlfriend waiting outside for him with none other than Harry Osborn and Mary Jane Watson. He cocked his head to the side curiously as he walked slowly into the next yard because the three of them were sitting on Mary Jane's porch together. Gwen smiled and waved to him as she saw him walking over. He smiled nervously wondering what on Earth was going on here.

"Hey there, Tiger." Mary Jane said as she saw him. "We thought you were going to be out all night."

"Hey man," Harry said with a smile. He leaned on the railing. "I came over to see if you were alright after what happened at Oscorp the other day. You disappeared on me."

"He tends to do that." Gwen teased.

"Ha," Peter laughed nervously. "How long have you been over here?"

"Long enough," Gwen teased.

"Perfect," Peter shook his head. "So, how much ammunition have you given my girlfriend to mock me with at a later date?"

Harry just shrugged a small devious smile plastered across his face. Peter turned to look at his girlfriend but she just smiled innocently as if she knew nothing but he knew that smile. There was something more behind it; she had something up her sleeve. Mary Jane just sat there looking rather amused; she didn't seem to be trying to hide anything from Peter. Peter shook his head watching over to the stairs to the porch so he could join them. He dropped his bag at the top of the stairs. He walked over to Gwen kissing her gently. Harry turned so he was leaning against the railing with his arms folded across his chest.

"Ah, well all joking aside I'm glad to know the both of you are alright after what happened at Oscorp." Harry shook his head. "My father's security was so terrified he was after my father or even me they rushed out right out of there into a limo and then made us swap limos driving around for hours to make sure no one was coming after us. It got tiresome after a while. No one even knows what that thing was. My father's got Oscorp all over it right now though."

"Yeah," Mary Jane said. "I heard about that when I got home from work on the news. They said it looked like a man. But my question is: how'd he get those powers?"

"That's what we're trying to figure out." Gwen said softly.

"Or what he was after," Harry pointed out. "First he attacks an elementary school and then he attacks Oscorp."

"Talk about random," Mary Jane agreed.

"Oh well," Harry shrugged. "Not my problem. That's for my father to figure out. Along with his Oscorp employees, this isn't my headache to deal with."

"Some things never change." Peter teased.

"I don't want my father's company." Harry shook his head. "Not that I have a choice or at least I don't have a choice once I graduate college. Until then I can do as I please. So, until my preordained future kicks in I'll do as I want. Anyone want to see a movie?"

"I'd love to," Mary Jane chuckled. "I haven't been able to see a movie in forever. Ironically enough. What's playing that's good?"

"No clue," Harry answered. "You two coming?"

Peter and Gwen shot each other a look before both of them shook their heads towards the other two. Harry eyed his best friend who shot him an innocent look.

"Nah, you guys go ahead." Peter shook his head.

"We'll go with you next time." Gwen promised. "Have fun. It was nice talking with both of you again. Thank you."

Mary Jane and Gwen hugged each other tightly as Harry jogged down the stairs over to his car parked on the street. Mary Jane followed asking Harry a few dozen questions about the engine in his car. Gwen waved goodbye to Harry as he turned back to her with a wink and a devious smile. Peter threw his girlfriend a questioning look but she just smiled walking down the stairs heading towards his porch. Peter shook his head before he jumped easily over the foot of space and railings separating the two porches from one another. After a moment he realized he had left his backpack on Mary Jane's porch. He waited until he saw Harry and Mary Jane were safely out of sight and glanced quickly around the street and at the surrounding houses. Peter turned flicking his wrist once to shot out a web at his backpack before he quickly retracted the web pulling his backpack to him just as Gwen got to the top of the stairs.

"That's cheating," Gwen teased. "Most people would have to go back to get that."

"I'm not most people." Peter retorted.

"True," Gwen nodded. "Most people don't run around in red and blue spandex protecting people he's never even met and most likely will never meet again. Most girlfriends don't constantly have to deal with patching their boyfriends when he shows up bleeding on their fire escape."

"Good point," Peter nodded. Peter slipped his arms around her waist pulling her tightly to him. "I'm extremely grateful for it, though."

Gwen shook her head as Peter grinned at her goofily. Gwen slid her own hands up his chest so she could wrap her arms around his neck pulling him into a hug. He could feel how well she molded to his body as she slipped her arms around him leaning her chin on his shoulder. He could wrap his arms around her so tightly both of his forearms were flat against her back. He let his own chin rest on her shoulder letting his eyes slide closed. Here felt right. With her everything didn't seem so strange or so wrong or falling so completely apart on him. With her he didn't have to be anything but himself. He didn't have to be Spider-Man. He didn't have to be a hero. He could just be Peter Parker. He chuckled mentally, wishing he could always keep her locked in his arms because then he wouldn't have to worry about whether or not she was safe.

"Let's go inside," Peter felt her shiver. "It's cold out here."

* * *

Later on in the week Peter and Gwen were walking down the street together a few blocks away from where Peter lives. It was a nice Saturday afternoon and the two of them were discussing what their plans to get rid of Electro's powers. Peter had an arm wrapped around her waist while Gwen had her arm wrapped around his shoulders.

"Here's a thought," Peter said suddenly. "How do we destroy or stop a capacitor from functioning anymore? After all, both of us agreed Electro is basically a giant capacitor. Maybe we should start by figuring out how to neutralize one so it can no longer store electricity."

"If we figure out how to do that, maybe we can replicate it on a bigger scale against Electro." Gwen nodded. "I'm a little rusty on my electric engineering though."

Both of them stopped when they heard a knocking on a window as the two of them were walking by almost as though someone was trying to get their attention. Both of them turned to find the source of the knocking and found Mary Jane waving at them with a smile. She had a rag in her hands as she had been clearly a table when she noticed them walking by. Peter and Gwen waved back at her for a moment before they went over to the door of the small diner together. Mary Jane waved cleaning off the table for another moment before she walked over to them with a small smile at her friends.

"Hey guys," Mary Jane smiled. "Hungry?"

"Sure," Gwen nodded. "I'm hungry and Peter's always hungry."

"Okay," she said as Peter nodded in confirmation. She chuckled softly motioning towards a table by the window. "Have seat over there. Menus are on the table and I'll be with the two of you in a moment to take your orders."

Peter and Gwen nodded taking the seat indicated by Mary Jane. Both of them pulled off their coats as they sat down together stuffing them into the seat beside them. Both of them pulled out the menus to decide what they wanted to eat. After just a few minutes Mary Jane walked back over with a pad and pen in her hand and a smile on her face.

"Hi," Mary Jane grinned. "I'm MJ and I'll be your server. What would you like to off with to drink today?"

"Very funny," Peter chuckled. "I'll have a Pepsi."

"Same here," Gwen said. "Oh, by the way how was the movie with Harry the other night? I didn't hear back from you the other night."

"Sorry about that," Mary Jane shook her head. "Harry and I ended up going out to eat after the movie. It was… Fun."

Peter sat back in his seat wondering when this had happened. As far as he knew the two of them had only met each other twice maybe three times since he had been dating Gwen but the two of them were talking like they had been friends for most of their lives. It was just so easy between the two of them. They fell into a routine as if they had perfected it for years. Not that he was unhappy about that. He liked having Gwen and Mary Jane as friends even if it meant his girlfriend having access to several more embarrassing stories he prayed Harry didn't know about. Mary Jane had always been a good friend to him and was one of the few people like Gwen and Harry to help defend the little guy because he couldn't defend himself. Peter had guessed the two of them would get along well once they had met each other.

He set his menu down folding his hands in his lap as he leaned back in the booth letting the two of them talk. As he listened he realized something very quickly. Mary Jane was blushing as she talked about her night with Harry at the movies. In the entire time he had known Mary Jane he couldn't remember her blushing at all. And he had one of the best memories on the planet. He could always remember almost every detail in every single one of his memories like it was happening in the present. She liked Harry.

As far as Peter knew Harry and Mary Jane had never met each other at least not through him until the other night on the porch. Harry had never really been to his aunt and uncle's house when they were younger. If Peter had Harry at his house it was when he still had his parents. After that Peter and Harry saw each other at Harry's home instead where they were watched by his butler or they saw each other at school. For the most part Harry had never really come to his aunt and uncle's house because Peter never really wanted to invite him over. When he was younger the thought was much weirder to him because it hadn't felt completely like his home. He had been able to remember what it was like to live with his parents. He remembered when he visited his aunt and uncle he had to ask permission before he did anything. He hadn't wanted to impose on his aunt and uncle when he was younger; he had been too shy to ask if it was okay to have his friends over.

Since Harry had never been to his home when he was younger it was a safe bet to assume Mary Jane and Harry had never met. The circumstances surrounding the two of them never seemed to present an opportunity for them to meet. Especially once Harry was sent off to military school. He had never really thought about it before but he could see why Mary Jane might have feelings for Harry or vice versa. Both of them loved cars, both of them had big issues with their parents, and both of them looked at life like it was a party. Peter smiled as he remembered what he used to tease Mary Jane about when they were younger. He used to tell her that she looked at life like it was a party and she was the cake. Harry had the same viewpoint for the most part, maybe without the cake analogy. Harry had just wanted to have fun and enjoy life to the fullest which he could be he had all the money to make any dream he wanted or any adventure he wanted to partake it come true for himself. Harry had done all sorts of sporting events and races with almost anything with a motor.

"Anyway, enough about me," Mary Jane shook her head. "What are the two of you up to today?"

"Uh," Peter stammered. He couldn't actually explain what they had been talking about before to Mary Jane because she'd want to know why either of them felt it was their responsibility to take care of it. "We were, uh…"

"Talking about college applications," Gwen covered smoothly. "We were discussing the different types of schools we've applied to and what we're planning to go to school for. It wasn't anything too exciting. Just boring school talk."

"Ah," Mary Jane nodded. "Where are you planning to go?"

"Empire State University," Gwen answered.

Peter's head went from nodding towards Mary Jane to looking at his girlfriend instantly with wide eyes. They hadn't ever really talked about college or what they were planning to do. They were usually too busy trying to deal with right now. Peter half the time wasn't even sure he was going to make it to graduation with his extracurricular activities running around the city in a skin tight red and blue suit. He and Gwen hadn't discussed what was going to happen after graduation. They had been more focused on getting their in one piece.

"Problem Tiger?" Mary Jane noticed his reaction.

"I didn't know you'd already made a decision." Peter said softly. "Just took me by surprise. Sorry, sorry, I didn't mean to react like that."

"Okay then," Mary Jane said. "What can I get you to eat?"

Once they order Mary Jane left them alone to get it filled for both of them. Peter pursed his lips looking over at his girlfriend carefully. Gwen noticed him staring at her and shot him a look wondering what was wrong with him.

"What?" Gwen asked.

"I didn't even know you applied to Empire State." Peter whispered, shocked. "You never told me you were considering that school."

"I wanted to surprise you." Gwen smiled. "I added it to my list of schools after the incident at Oscorp Tower. I wanted to remain close to home. Plus after we got back together it seemed even more right. That was the school you wanted to go to as well. It just seemed to fit better. Is – Is that okay?"

"No, no," Peter shook his head. "Of course, it's fine. I'd love to have you around more it just caught me off guard. I just thought my girlfriend would want to tell me she's planning to attend the same college I am."

"I got the acceptance letter a couple weeks ago but we've been dealing with Electro." Gwen shook her head. "I never seemed to find the right time to tell you. I'm sorry."

Peter shook his head smiling at her. He was more thrilled than he wanted to admit that she would still be in New York next year. He had known her list of schools were all practically out of state including several Ivy League schools such as Yale and Harvard. He knew she probably had acceptance letters from every single of one them too and would definitely have her pick of schools for next year. Gwen was a model student. She never did anything wrong, ever. She had several approved extracurricular activities like the debate team and her Oscorp Internship. She had perfect grades and never got anything lower than an A. They only competition she's ever had in school has been him and he's never truly cared about school. He listened, he showed up, and he did his best because he was supposed to not because he wanted to like she did.

All of those schools should be falling all of themselves trying to get her to get her to go to their school over someone else's. He also knew if the circumstances were different her decision in schools would be different as well. If her father hadn't died she probably would've considered an out of state school more than Empire State because her family wouldn't need her to be close by. She might also not feel the need to be close by either. He also knew that if her father hadn't died and she had chosen Empire State anyway he may have pointed out the Ivy League school might be a better choice but he knew why she had made this decision. She would be able to be close by to her family if they ever needed her. Peter wanted to stay close to his aunt as well because they were all either of them had left for family and he didn't want to take that away from her. He had a decent pick of schools for himself as well because he was a good student and good grades. He also knew Empire State did have an excellent science program Gwen will take while she's there so she'll still have a great education.

Peter had liked the school for the photography program it offered instead. It had one the top programs in the country and that was what he wanted to do with his life. So, instead of trying to convince Gwen she may be making a mistake he nodded trying not to grin too widely at his girlfriend because they didn't have to attempt a long distance relationship of any kind now.

"So, was it a good surprise?" Gwen raised an eyebrow.

"Yes," Peter chuckled. "Yes, it was a very good surprise."

"So, tell me," Gwen began. "Are you planning to take any science courses at Empire State or are you just going for photography?"

"I don't know," Peter answered honestly. "I'd like to, but I don't know if I'd be able to keep up because the photography program has its own set of courses I have to take. If I take any science classes it'll be like a dual major and I barely have enough time to sleep now."

"Good point," Gwen shrugged. "I think you'd be fine."

"What do you mean?" Peter asked. "I think I'd get myself killed from sheer exhaustion."

"I don't," Gwen smiled. "You seem fine now. And we'll be in school a lot less when we're in college so you'll have more time to sleep because I doubt you'll need it for studying. I've never seen you have a need to review your notes. It all comes easy to you first of all. And with your memory you'd be even better off."

"I will, however, have to get a job." Peter said softly. "I want to move out of Aunt May's place. It'll be easier on her if she doesn't have to support me too. I can't live on campus though because I will never be able to explain random bruises, disappearing at all hours, and the Spider-Man suit in the closet. I'll have to get my own place which will make living harder."

"I still think you'd be fine." Gwen answered honestly. "Besides, I think you'll miss it. You do it in your spare time anyway. If you can find a job with some flexibility maybe then it won't be quite so bad."

"What kind of job is that?" Peter asked incredulously. "Most jobs are pretty set in their hours."

"Well," Gwen bit her lip. "If you don't want to take science classes but you still want a job with some flexibility; what about Oscorp?"

"What?" Peter asked, shocked.

"I could recommend you." Gwen explained. "Interns have relatively flexible hours."

"I don't want to get you in trouble if I end up doing something stupid." Peter shook his head. "I wouldn't want anything to jeopardize your job."

"Just think about it," Gwen insisted. "Look for something else. I can recommend you any time for a job at Oscorp. It's always an option, look at it that way instead. Okay? Just think about it. Besides you spend an awful lot of time at Oscorp anyway, you may as well get paid for all the time you spend their and how much you help out anyway."

"Okay," Peter nodded. "I'll think about it."

Mary Jane walked up to the table with their drinks placing them in front of each of them before she left again. After another minute she returned to the table with a plate of food balanced in each hand. She placed the food in front of them warning that it was extremely hot. She then instructed them to enjoy the food before she went off to another one of her tables where several people had just sat down. Gwen and Peter immediately dug into their food not quite realizing how hungry either of them was.

"We have to stop doing that." Gwen said suddenly. "We were supposed to be figuring out how to stop Electro and we ended up changing the subject completely."

"Oops," Peter chuckled. "So, back to the question: How do we neutralize a capacitor?"

"Maybe we should take electricity courses at Empire State instead." Gwen suggested. "Because I still have no idea how to answer that question."

"Awesome," Peter chuckled. "So, now what?"

* * *

Peter had thought there could be nothing worse than watching his uncle die in front of him until he watched Captain Stacy die in front of him. After his uncle's death he knew he would never just let someone get away from him again. He wouldn't let anyone hurt people again, not if he could help them, and he tried so hard when it came to stopping Dr. Connors to make sure no one was hurt by him. Until Captain Stacy died as well and the worst of it knowing that no matter how strong he truly was he couldn't save everyone. He made a mistake giving the formula to Connors and Captain Stacy ended up paying the price for it.

Peter didn't think it could get worse than losing his uncle and Captain Stacy both directly of his own actions but right now it had been so much worse. He couldn't remember how he had found out Gwen was in danger but he knew she was. He had found her by using the GPS in her phone. Peter felt like the whole world moved in slow motion when he saw her drop from the top of the bridge. He couldn't look at his enemy right now, he didn't care who it was right now. All he knew was the person he cared about the most was in danger. He kicked her attacker away watching as he slide to the edge barely clinging on to the top as he almost plummeted to his death as well. Peter dropped down on the top of the bridge.

He quickly shot a web towards her trying to stop her fall despite knowing it may be a bad idea. He kept trying to stop himself; he needed to jump after her instead to save her. He saw the web cling to her leg stopping her fall.

_SNAP. _

"NO!" He yelled.

The sound resonated through him as he shot up in bed covered in a cold sweat, breathing heavily as he tried to process what he had just seen. He was shaking terribly and he felt like he couldn't control himself. It felt as though his entire world was just spinning out of control. Peter took a deep breath trying to calm himself down, shaking his head as he did so. Peter looked over at the clock as his door swung open to reveal his aunt who looked worried. She came into the room and immediately over to her nephew who was sitting up in his bed.

"Are you alright?" Aunt May asked. "I heard you screaming. Did you have a nightmare?"

"Yeah," Peter nodded rapidly. "Yeah."

He could still hear the sound of her neck snapping in his nightmare. He hadn't saved her. He'd killed her. Peter took a deep breath still trying to calm himself down. He didn't know what to do. He couldn't understand why he had chosen to try to save her that way. He knew the sudden stop would be too much for her body to handle but no matter how much he had thought about that he still shot a web at her to save her. Stopping her by her leg would result in her death. Peter put his face into his hands still shaking his head and breathing heavily. He wanted to get the image of her falling to her death out of his mind along with the image of him being her murderer as well. Peter could feel his aunt gently rubbing his back to help him calm down.

"What happened?" She asked.

"I don't know," Peter said. He didn't want to share right now. "I can't remember it now."

"Are you going to be okay?" She asked worriedly. "Do you think you'll be able to get back to sleep alright?"

"I'll be fine." Peter lied. "Thanks, Aunt May."

His aunt hesitated for a moment before she left his room shutting the door behind her. Peter lay back down against his pillows feeling tired but he didn't know if he'd sleep again. Every time he closed his eyes he could see her plummeting down towards the Earth. He could see her neck bending into an unnatural position as his webbing stopped her fall instantly. Instead he spent the night lying there waiting for Sunday to come being thankful he didn't have school the following day.

Peter tried to focus on whoever had been the one to throw her off the bridge but he couldn't see the person clearly. It was like they were completely blacked out. Almost as if her fate was certain. She would fall off that bridge one day. And when that day came he would fail her in the worst way possible. The only thing that was unclear was who was going to be the one to push her off that bridge. Peter felt a ball of dread settle into his stomach as he shut his eyes trying to block out those horrible thoughts. He didn't want to think about losing Gwen. He didn't want that day on the bridge to come. And even if it did, he didn't want to try to use his webbing to save her, it would be his own downfall if he did it that way. Peter took a deep breath feeling hot tears prick his eyes.

He would _not _lose Gwen. He _will never_ let that happen, he promised.

* * *

**A.N. Ending scare anyone? Hope everyone liked it! **

**Let me know what you guys think! If its good or bad! Please drop me a review or even send me a PM letting me know what you guys think! I have the same people reviewing over and over. It's great and I love their reviews! But I'd like to know what everyone else thinks too! **

**Also there was a guest review posted so I'm responding here, yes I know Gwen dies in the comics. I doubt anyone is sure Gwen ****_will_**** die in the next movie. This is of my own imagination and I haven't decided about Gwen's death in this story yet so if you want to know what I'll do keep reading, if you don't like Gwen stop reading now because this fic is much more centered around her and Peter rather than Mary Jane and Peter. **

**And I also want to remind everyone who is reviewing not to be rude which includes being rude about the characters. Feel free to state opinions such as disliking Gwen or PEter or this story but don't be ****_rude_****. **

**Thank you so much for reading!**


	11. Eleven

**A.N. Thanks for the reviews! And I just want to say my heart goes out to all of those affected by what happened in Boston on Monday. **

**On with the story! ENJOY!**

* * *

Eleven

On the same Sunday Peter hadn't slept for the rest of the night. Instead he ended up just laying in his bed staring at the ceiling watching as it got brighter outside his window. He spent the day trying to shake off the dream but he couldn't, no matter how hard he tried it just wouldn't leave him alone at all. It was tiring and all consuming. It refused to leave him alone. After a while he couldn't take sitting around the house anymore so he grabbed his suit and went out with his makeshift police scanner.

He would've called Gwen or gone to see her but she was working. The problem with Electro was getting worse. He had been seen again since he had attacked Oscorp. Peter hadn't gone looking for him either. He didn't know how to stop him and he wanted to have some idea on stopping him before he squared off against him again. Peter also didn't know where Electro was hiding because there have been very few power surges since the attack at Oscorp. Peter wondered if he disappeared but hadn't bothered reappearing yet. Oscorp was busy looking for Electro so they could put an end to him destroying the city before people really got hurt or even killed. So, Gwen was working extra shifts to try and help Oscorp out. Peter wondered if she wanted Oscorp to find him first so he wouldn't have to fight Electro ever again.

Once Peter was done with his patrol around the city he got a text from his girlfriend letting him know she was out of work and stopping to get something to eat since her family had probably eaten by now. Peter asked her where she was headed and realized he was only a block away from where she had stopped to get food. Just as Peter ended up on roof across from the place she was getting Chinese food from in Chinatown he saw Gwen walking into the building. Peter went around to the ally dropping down to the pavement and crossed the street to the restaurant. He leaned against the wall just outside the down waiting for Gwen to walk out. After the rotten night and day he had he just wanted to talk to his girlfriend.

"Gwen!" Peter called after her.

"Oh, hey," Gwen smiled. "What are you doing here?"

Peter shook his head walking over to his girlfriend wrapping his arms around tightly her for a moment. He dropped his head down on her shoulder for a moment. Gwen gently touched his shoulder as he released her suddenly. Peter saw her studying his face carefully so he dropped his head. Gwen put her hand underneath his chin forcing him to look up at her.

"What's wrong?" She frowned. "Did something happen?"

"No," Peter shook his head. "Nothing happened; I've just had a really bad day."

"Tell me," she whispered encouragingly. Gwen gently touched his cheek with one hand running the other along his shoulder. She stepped closer to him for a moment seeing an unexplained pain in his eyes she didn't understand at all. "Tell me."

Peter turned away for a moment pursing his lips not knowing how to explain what was bothering him to her. He could practically feel her staring at him. He knew she just wanted to help him but he didn't know how to let her help him right now. When she asked him to tell her he couldn't help but wonder if she would think differently about him. He knew it was silly the moment the thought ran through his head. He took a deep breath taking a step away from her before he turned back around to look at her. She looked at him worriedly.

"I had a nightmare last night." Peter whispered.

"Bad?" Gwen went over to him.

"I – I saw you die." Peter could feel tears prick his eyes again as he thought about his horrible nightmare again. "I couldn't, - I couldn't, - I couldn't."

Peter kept shaking his head back and forth as he talked. Gwen wrapped her arms around her boyfriend trying to calm him down. She felt him shaking in her arms as she did so. Peter dropped his head down to her shoulder again before he wrapped his arms around her. He dragged her tightly against his body for a moment just happy to have her standing with him, safe and whole. He wants to believe that she'll always be completely safe with him but maybe he's wrong.

"I'm okay," Gwen said softly. "It was just a dream."

"It was my fault." Peter blurted out suddenly. "It was my fault."

"What?" Gwen asked, confused by his outburst. "What was your fault? I choose to be here with you, Peter. If something does happen to me it's my fault, not yours."

"No," Peter shook his head. "I – I tried to save you but… In the process it was my fault you died. I tried to save you when you fell off of a bridge and I used my web shooters. The sudden stop broke your neck. It wasn't an enemy who killed you, it was _me_."

"Peter, it was accident." Gwen shook her head. "First, it was just a dream, Peter. Second, you didn't do it on purpose to intentionally hurt me. Besides, I'm perfectly fine. Nothing actually happened to me. And in the future if I ever fall off of a building or off of a high place you'll know not to try and save me that way. It was just a dream, it doesn't mean anything."

"It bothers me." Peter shook his head. "Why would I dream about that?"

"Considering the promise you made to my father it's not too surprising." Gwen said.

"Great," Peter muttered. "So, I'm feeling guilty for breaking my promise so my subconscious decided to come up with the worst scenario possible."

"Maybe," Gwen shrugged. "Now do you want to get something to eat with me?"

Peter just nodded wrapping his arm around her as they walked back across the street to the restaurant together. His nightmare stayed with him in the back of his mind. He knew he was never going to completely shake it but for right now he wanted to just think about something else. He wanted to push it to the back of his mind and just forget about it for a while. He wrapped his arm around Gwen's waist pulling her closer to him. Gwen wrapped her own arm around his neck pulling him closer to her as well. She leaned her head closer to his head placing it gently on his shoulder as he placed his chin on the top of her head. Together the two of them walked into the restaurant.

* * *

Peter was almost afraid to go to sleep any night afterwards but once he finally fell asleep out of sheer exhaustion he slept peacefully. There were no more nightmares. He dreamed but they seemed relatively normal nothing like the intensity of his dream watching his girlfriend fall to her death and end up the reason for her very death. A week passed without any nightmares occurring. Peter was grateful to be without the nightmare coming back to haunt him. Gwen asked about it periodically throughout the week about whether or not he had anymore nightmares about her but he shook his head no whenever she asked. He didn't want to talk about it anymore and he didn't want to think about it. The nightmare had seemed so random to him like it had come out of nowhere. He did think about his promise to her father all the time but he never wondered if he had done the right thing.

Peter didn't think it was right for him to make a decision about Gwen without Gwen getting a say in what happens in her life. If she wanted the danger to her life gone all she had to do was tell him to leave. He thought it was right to leave the decision about what she wanted to do with her life in her hands. Whenever Gwen asked about his dream she seemed so unconcerned about what had happened to her in the dream and more about what it's doing to him right now. She asked and once he shook his head she would just walk up behind him gently rubbing up and down his back offering comfort to him.

Also over the week both of them had set aside trying to figure out what happened to his parents and to focus instead on trying to stop Electro from actually pulling off destroying what was left of the Stacy family. Since Peter hadn't been sleeping very well anyway because he had been terrified to close his eyes he had camped out on Gwen's fire escape while she slept. He didn't know what Electro was planning or if he would attack them at their apartment considering the places he's already gone after them. Once at a school and the second time it was at Gwen's place of work. Peter wanted to make sure they were perfectly safe. He kept showing up on her fire escape until one morning Gwen found him fast asleep on her fire escape. Peter had wondered when she woke him up was whether or not she was going to kill him. Although considering he hadn't been sleeping well it had been the best night's sleep he had since Friday night.

"Peter," Gwen nudged him gently. "Peter wake up."

"What?" Peter shook his head.

"Peter, you're freezing!" Gwen shook her head. "Tell me you haven't been out here all night! You're ice cold! Get up and get in here!"

Peter grabbed his backpack before he slipped into her bedroom. He could barely feel his hands. The cold didn't affect him quite as much as it did normal human beings but it did the longer he was exposed to it. Normally his spandex suit kept him even warmer. He dropped into her chair by the window as she grabbed a blanket wrapping it firmly around her boyfriend. Gwen was shaking her head as she sat down beside him. She rubbed his shoulders trying to get him warmer.

"Your lips were starting to turn blue." Gwen commented.

"Same color as my suit?" Peter asked.

"Almost," Gwen shook her head again. "Why didn't you go home? Never mind why you didn't you go home; why didn't you come in here? I don't lock the window anymore; you have free access all the time. It's too cold for you to be out there all night. What were you thinking?"

"I didn't think I'd fall asleep." Peter yawned.

"You haven't slept well in days." Gwen said. "What did you think was going to happen? You were tired, your body needed sleep, and so you slept."

"It's the best night's sleep I've had in days." Peter realized.

"No nightmares?" Gwen asked carefully.

Peter shook his head feeling Gwen gently ran her hands along his arms. She could feel how cold he was through the blanket she had placed on him. Peter lifted the blanket motioning for her to get underneath the blanket with him. Gwen gave him a grin before she laid down beside him resting her head on his shoulder kissing his cheek gently. She wrapped her arms around her frozen boyfriend feeling how cold he was. Peter wrapped his arms around her tightly kissing her forehead feeling her nice warm body pressed tightly against him trying to get warm. Peter slept better afterwards taking it one night at a time.

Gwen had insisted he cut his babysitting of her family short because it wouldn't do any of them any good if he was too exhausted when it came time to come head to head against Electro again. It would just end up getting him killed along with her family. Peter conceded to it as well but he had her send the texts she received from Oscorp about the power surges to him as well.

Now, they were dealing with their new problem. Peter and Gwen were completely alone on her floor in the Oscorp Tower discussing their problem with Electro. They were trying to figure out how to neutralize a capacitor without destroying it in the process. Peter was sitting at Gwen's desk while she was pacing in front it. Peter was looking over the map of the city which had been littered with red dots. However, unlike before when there were dots everywhere and constantly being added to the map. Now, there were no dots being added every day. Something new was starting to occur across the map instead. Peter was pouring over the map Gwen had placed in front of him. He was shaking his head back and forth.

"So, now there are no power surges in one place?" Peter asked. "It's spread out across different sections."

"I wonder if he found a different way to absorb power." Gwen pondered. "It would make sense, with everyone looking for him he'd need to hide. Since he works for Oscorp he must know we're tracking him."

"He's probably going to remain whenever he's bunkered down until he decides what his next move is going to be." Peter pointed out. "We have to make sure we're ready for whatever that move might be whenever he decides to attack."

Gwen nodded in response to coming around to the other side of her desk to sit with him. She pushed a pile of capacitors towards him. Peter picked one up. He twirled it in his fingers for a moment holding it up for her to see it as well. Gwen raised an eyebrow at him wondering what he was thinking as he pursed his lips at the capacitor carefully looking it over.

"So, what should we try first?" Peter asked. "How can we stop a capacitor from holding electricity without destroying the capacitor itself?"

"What about super freezing it?" Gwen asked. "Electricity doesn't move as well when it frozen. Maybe we could use nitrogen to freeze it."

"What happens once it thaws out?" Peter asked. "The odds it can still work even though it's been frozen are high. What can we do to keep it from holding electricity after we freeze it? We need something to keep it from holding electricity anymore."

"We'd need a non-conductor for that." Gwen pointed out.

"What if we could fuse it with a non-conductor?" Peter asked. "Maybe then it might block the pieces that hold the electricity from gaining any or from being able to release the electricity once it has it. It would also keep it from losing its integrity."

Gwen nodded in response following him as he rose from his chair walking over to a work table with some power tools sitting on it. Gwen followed him wondering how they would be able to safely infuse something or someone full of a non-conductor. Peter took the capacitor he had and cut it in half looking it over for a moment trying to figure out the best way to stop it from holding any sort of electricity. Gwen looked over the other half thinking the same thing.

"What if we only have to get a trace amount into his blood stream?" Gwen suggested. "What if we could inject him with enough latex or rubber to keep him from conducting the electricity? If there's enough rubber in his bloodstream it might keep him from being about to hold the electricity in his body or turning his body into pure electricity. The rubber may ground him and keep him from absorbing anything. But now the question begs how should we get the rubber into his system? And how do we decide how much to place into him in system? Too much and we could damage his organs or even kill him."

"I don't know," Peter shook his head. "I don't know. There's no way we can test how it will work on him if we test it out on a capacitor. It can work on a capacitor but we don't know if it will kill a human."

"We can use the simulator." Gwen said suddenly. "We can dial in as many of the specifics we know into the computer and test out different theories with no danger to anyone or anything."

Peter nodded in agreement following her to the same simulator they had tried out his formula on. He wasn't entirely sure how well the simulator worked but it was as close as they could get to testing on the actual problem at hand. And they could do it without risking Maxwell Dillon's life in the process. They just wanted to strip him of his powers. They didn't want to hurt him or end up killing him by accident. They both wanted to be 100 percent sure or as close to 100 percent sure they wouldn't kill him in the process. The two of them kept working for hours watching as each process failed over and over again. Both of them were beginning to get frustrated as every different test caused a failure. After a while they two of them decided they both needed a break before they went crazy from staring at a screen watching the same results flashing over and over again.

Peter shook his head as he watched the very disappointing words scroll across the screen again. Peter dropped down into a chair beside Gwen who was looking over the screen in front of her. He could she was thinking about something rather intently by the way her face was scrunched up and she was staring off into nowhere. For a few minutes neither of them said anything, instead they just stared at screen trying to figure out where exactly they were going wrong. Peter dropped his face into his hands groaning softly. He sighed heavily rubbing his eyes as they felt rather strained at the moment.

"We're going to go insane at this rate." Gwen said suddenly.

"What?" Peter asked confused.

"Einstein's definition of insanity was doing the same thing over and over again expecting a different result." Gwen explained. "Here we are, just sitting here staring at this screen trying the same thing over and over again expecting a different result. Few more hours of this and we'll have surely lost our minds."

"I'm pretty sure we've already lost our minds." Peter countered. He caught a confused look out of the corner of his eye. "I run around the city dressed in blue and red spandex constantly almost getting myself killed. And you date a guy who runs around the city in blue and red spandex who almost gets himself killed in the process. I've fought a giant mutant lizard and a guy made out of electricity. I'm pretty sure at this point we could be considered insane by the public never mind Einstein."

"Good point," Gwen conceded.

They were both silent again for a moment as Peter looked around him at all the different tables set up beside both of them. He noticed a set of papers sitting on one desk next to him. On them was some sort of formula but it looked different than those he had seen before when he had been here. Before they were all focused on a decay rate algorithm but now the formula seemed to be of something else instead. Peter picked up the stack of papers looking through them for a moment. Gwen turned her chair to face him as she saw him curiously flipping through a stack of Oscorp papers.

"What are these for?" Peter asked.

"Those are for a new formula my boss has us working on." Gwen explained. "I think I mentioned it before. It's for a steroid formula to enhance humans without using any animal DNA but without the nasty side effects of steroids. They're trying to create a formula that doesn't have the shrinking problem for a man's genitals and without severe anger either. They want to use the formula to help people heal faster and to even be able to heal so well it can cure cancer. This used to be behind the cross-species department and behind the robot department because with the cross-species we may have been able to re-grow whole limbs like Dr. Connors wanted to. With Dr. Smythe's robots we may have been able to do something like what's seen in Star Wars, with attaching a new limb. With this formula it can heal, it won't re-grow anything. It was bumped up after both of the heads of the departments went completely insane. One's locked away in an institution for the criminally insane while the other had his robot kill himself instead taking the antidote like a normal person."

"Bet your boss is just thrilled to be behind those two." Peter shook his head. "Must seem like the position is cursed with bad luck. Does the formula work?"

"No," Gwen answered. "We've gotten a lock on the physical affects so we can get the ones we want but we're having trouble controlling the rage. Physical side effects are always easier to control. The mental ones, however, are like trying to predict the weather in New England; virtually impossible."

"Sounds like a good idea though." Peter shrugged. "Enhance just human attributes without adding in any animal instincts or behaviors and keep the human mental abilities the same. In theory it sounds like a great idea but making it into a reality is probably a lot harder."

"I think this what they want for Norman Osborn." Gwen said suspiciously. "Our boss has been breathing down our necks for the last few days to work a little faster on getting to the right formula. It seems like someone else has been pressuring him, normally he's a pretty easy going guy. The interns have been wondering whether or not he was going to have a mental break he's been so worried. I mean, we're dealing with two problems here. We're trying to stop some guy from running around attacking people which everyone in Oscorp is working on. And then each individual level is working on their own experiments so we've got double the pressure to get out work done. Getting this formula done has become my boss' number goal."

"I can't blame him." Peter shook his head. "I wouldn't want to have the fate of the CEO of my company resting on my shoulders for so long. I haven't seen you working on this formula very much."

"I work more on the power surges." Gwen shrugged. "Most of the head interns have been working on the power surges all the time so someone is always on it. The rest of the interns work on their department projects instead and only work on the power surges if they believe they might know something or if they have an idea. I've been more focused on getting to the bottom of the power surges from the beginning."

Peter nodded in understanding dropping the papers back down on the top of the desk. Peter sighed looking at the screen in front of them again before he ran his hand through his hair slowly. He turned his attention back to Gwen who looked a little worse for the way at the moment. Both of them were tired and were getting nowhere right now.

"Let's take a break." Peter suggested. "Go get something to eat or a cup of coffee and then we can get back to work."

"Okay, sounds like a plan." Gwen nodded.

Peter waited for her while she grabbed her things from her desk helping her into her jacket before both of them left the Oscorp Tower. Both of them walked down the street together towards a little coffee shop on the corner not too far from the Tower. Peter held the door open as they walked inside out of the cold air. As the two of them got in line together they saw a little boy standing in front of them ordering something to eat along with a soda and a coffee. Peter and Gwen looked up at the sign behind the counter deciding what they wanted to eat when the little boy in front of them took his order from the counter. As he turned around he dropped his soda. Before Peter could think about what he was doing he reached out catching the bottle of Pepsi easily.

Peter let out a rush of air as he turned to the little boy. From where he was leaning over he could see the little boy was wearing jeans, a simple pair of sneakers, a sweatshirt, and underneath his sweatshirt a red and blue Spider-Man shirt. Peter almost smiled until he looked up at the little boy's face who was staring at him in awe for a moment. Peter immediately recognized the boy his mind quickly putting together where he had seen this boy once before and why he was looking at him they way he was now. Peter held out the soda to him.

"You dropped this." Peter said softly. "Jack."

"It's you." Jack whispered awed. He took the soda carefully from Peter. "Thanks."

"No problem," Peter said. He waved as Jack ran off to where Peter could see his father was sitting with who he assumed to be his wife and Jack's mother. Peter let out a deep sigh thanking Jack silently for not shouting out who it was when he saw him.

"That was Jack?" Gwen asked an eyebrow raised. "The one you saved on the bridge that night?"

Peter nodded as he stepped up to the counter to order. Gwen followed suit glancing over her shoulder once to look at the little boy sitting with his parents. Peter had told Gwen everything about that happened on the bridge that night. It was the night everything changed for him and he decided to help people instead of hunting down his uncle's murderer. Jack had been a big part of why he changed his mind about everything. Peter had also been very confident that Jack wouldn't tell anyone he had seen what Spider-Man looked like or what Spider-Man actually looked like to everyone. Besides, Peter didn't know what to do to make Jack not decide to tell anyone. He just figured Jack wouldn't say anything because he was grateful to Spider-Man and he liked him. So far, he had been right.

Peter and Gwen ordered a cup of coffee each as well as something to eat. Once they got their orders they decided to stay and eat there instead of heading right back to Oscorp. Once they finished eating Peter got up from where he was seated to throw away their trash. On the way out both of them waved with smiles towards Jack who was still sitting with both of his parents. Jack waved at both of them gaining the interest of his parents who looked over at the door to see who he was waving at. His father shot his son a look not recognizing the kid he had seen just walk out the door.

"Who was that, Jack?" He asked.

"A friend," Jack answered.

His father nodded satisfied with his son's answer turning to look back at the two teenagers again. The both of them had hailed a cab since it had been raining outside. Peter was holding the door open for Gwen so she could get in. Once she was in the cab Peter got in behind her shutting the door before he wrapped his arm around her shoulders. Gwen leaned into her boyfriend seeing through the window they were being watched by Jack's father. She nudged Peter to look into that direction as well. The minute Jack's father saw both of them looking over at him he just smiled politely waved and turned back to his family. Peter tightened his hold on her shoulders as he smiled over at her.

"Still think Jack didn't say anything?" Gwen asked.

"Nope," Peter shook his head. "Even if he did tell his father or mother I wouldn't be upset with that. They seem like nice people. His father did help me that day when I was trying to get to you at the Oscorp Tower. If it wasn't for him I don't know how I would've gotten there at all."

"Next time don't get shot." Gwen teased.

"It wasn't intentional." Peter turned towards her. "Wait a minute. Next time when I tell you someone is coming after you, _leave_. You were the reason I was in such a hurry. I thought you were going to get yourself killed!"

"I was fine." Gwen whispered defiantly. "I slowed him down long enough for you to get there, I protected myself just fine, I finished the antidote by staying, and I got the antidote to you."

Both of them were aware of how close the cab driver was. Neither of them needed anyone else finding out about his secret. The two of them kept teasing each other the whole way home. Both of them had decided against returning to Oscorp because both of them needed to call it a day before they lost their minds. Peter and Gwen dropped off at Gwen's apartment because Peter just decided he'd swing home instead of paying for a cab. Gwen teased him about getting soaked on the way home because of the rain. Peter just shrugged saying it wasn't the first time he had gotten caught out in the room on rooftops. Gwen was about to go into her apartment building when she stopped short turning around to face her boyfriend once more. Peter saw her stop and turn around looking at him for a moment before she went back over to him. Peter ignored the staring from the doorman as his girlfriend motioned for him to come closer. Peter stepped under the overhang the doorman had to stand underneath.

"When did you get caught in the rain before?" Gwen asked.

"What do you mean?" Peter asked. "It's not the first time it's rained in New York since I became Spider-Man."

Gwen couldn't help but notice the flash of sadness and remorse in Peter's eyes. She knew he had been caught in the rain not too long ago when he tried to save Maxwell Dillon from getting killed but there was something else there. Almost like there was something else, something she didn't know about, and Gwen only remembered one other time Peter could've been caught in the rain recently which would've caused the look in his eyes. But from what she knew he hadn't been there. Had he?

"I know," Gwen shrugged. "Just something about the way you said it, seemed off. There was something in your eyes, almost like you were remembering something awful."

"What?" Peter shook his head.

Gwen eyed him for a moment with the same look she usually reserves for a problem she's trying to solve but then again she's trying to solve something right now. Peter avoided eye contact after she scrutinized his eyes for a moment wondering if she was able to read his mind by looking in his eyes. Peter could still feel the heat of her stare anyway. Peter knew she wasn't going to stop looking until she understood what the flash in his eyes had been. She wasn't going to stop until she knew what he had been thinking about when he said it hadn't been the first time he had gotten caught in the rain.

"I was there." Peter mumbled. "I was talking about the funeral. I was there."

"What?" Gwen asked. She shook her head. "Why didn't you come talk to me? I _needed_ you! I knew – I knew I had felt you staring at me when I was leaving the church."

"I was trying to stay away from you like your father wanted." Peter explained. "I didn't know what to do. I wanted to be there for you but I didn't want to break my promise at the time. I thought I was doing what was right keeping my promise to your father and staying away from you. And then I saw how much it hurt you to stay away because you didn't just lose your father, you lost me too. I know it was wrong, I'm sorry. I'm so sorry."

"I needed you," Gwen was still shaking her head.

Peter could see the tears forming in her eyes once she looked up at him. Gwen couldn't help but remember how she had felt when Peter hadn't showed up at the funeral. She had wanted him there more than anything because she had needed a shoulder to lean on. Gwen felt herself getting pulled into Peter's embrace. Peter wrapped his arms around her tightly letting her bury her face into his chest. Gwen wrapped her arms tightly around her boyfriend wishing he had been there then. She could feel Peter gently rubbing her back holding her firmly against his own body keeping her from going anywhere.

"I'm so sorry." Peter whispered.

"Next time just break the promise sooner." Gwen poked him in his ribs. "Deal?"

"Deal," Peter agreed easily.

Peter leaned back slightly wiping away the stray tears that had rolled down her cheeks with his thumbs. Gwen ducked back into his embrace without a word. Peter wrapped his arms around her again complying with what she wanted. It had sucked when he hadn't shown up for the funeral. She had needed him there to lean on. She had wanted to count on him and she thought he would've come. She understood when he didn't come because he had made a promise to her dying father but it didn't make that day any easier. Gwen didn't know whether or not knowing Peter had been there at some point during the funeral made her angry or happy. She honestly had no idea how to feel about that new piece of information. Peter just held Gwen against him letting her bury her face into his chest.

Gwen and Peter stayed that way for a while until she calmed down. Peter wiped away anymore stray tears away from her face with his thumbs. Peter looked down at his chest where there were several wet spots on the shirt from her tears. Peter smiled softly as he looked over at his girlfriend holding out his shirt towards her. Gwen saw him holding his shirt out at her.

"You got me all wet." Peter teased.

"Sorry," Gwen smiled. "But if the superhero thing doesn't work out you have a job as a Kleenex."

Peter nodded in response wrapping his arms around his girlfriend once more. Gwen giggled as she was pulled into Peter's embrace. He shook his head feeling her wrap her arms around his neck tightly. Peter kissed the side of her head gently as he released her. Gwen kissed him once more before she turned around and went into her apartment building shooting him another look over her shoulder as she went inside. The doorman held the door open letting it close as he turned back to his post looking over at Peter for a moment. Peter just smiled in response to the look he got from the doorman. He honestly didn't care what the doorman thought about him whether he thought he was a complete idiot without any sort of manners or if he thought he was just a rude teenager. Either way he honestly didn't care at all about what the power mad doorman thought, the only one whose opinion mattered to him just walked into the building.

Peter waved to the doorman before he turned ducking back into the pouring rain and down the alley next to Gwen's apartment building. Peter changed into his Spider-Man costume shoving his street clothes into his backpack before he quickly spun a web pulling himself up higher towards the top of the buildings. Despite the rain pouring down all around him it was still freeing to travel through New York. There was nothing out there like letting go of one strand of webbing to let himself fall freely before he shot another web to catch himself. Like this he was in completely control. He had built the web-shooters, he controlled when he shot his strands to catch himself, and he decided how he moved through the city.

Peter let out a loud whoop as he passed by where Gwen's window was and her apartment. Peter took a deep breath as he plunged towards the earth again before spinning another web letting it pull him away towards his own home. For a moment he wondered if he was actually going to make it home on time for once but he was wrong as he heard several sirens going off. Peter shook his head following the sirens through the city to lend a helping hand to the officers. It's going to be another long night, Peter thought to himself. So much for being home on time.

* * *

Peter had been late that night getting home again but his aunt had fallen asleep on the couch so she hadn't really noticed how late he really had been. Peter just covered her with a blanket making sure she was warm before he went upstairs to his own room to collapse. But before Peter had been able to fall asleep that night he noticed a newspaper sitting on his desk with a note pinned to it. Peter picked up the paper realizing his aunt had left it here for him, probably in case she fell asleep or didn't see him or just didn't remember. Peter read the note over.

_Thought you might be interested. _

_Love Aunt May._

Peter frowned looking over the newspaper wondering what his aunt wanted him to see. On the front of the paper it said _New Photographer wanted_! Peter smiled remembering a conversation he had with his aunt a few days ago when he mentioned Gwen had asked him if he wanted to work with her at Oscorp.

"So, did you say yes?" His aunt had asked.

"I said I'd think about it." Peter shrugged. He plopped down at the small kitchen table. "I don't know if I want to work at Oscorp. It's a good idea and I could probably get the job if Gwen recommended me. They look at there like she's the best thing since sliced bread."

"Why don't you want the job?" Aunt May asked. "You love science and you'd get to see Gwen every day. Where's the hesitation?"

"I don't know," Peter looked down shaking his head with a shrug. "I don't know."

Peter kept fiddling with the placemat on the table as he pursed his lips. He heard his aunt walk over and sit down on the other side of the table with a cup of tea in her hands. She reached out and gently placed a hand on his stopping his fiddling. Peter looked up at his aunt seeing a warm smile there. She may not be his biological mother but she was his mother in every other way. She was always there for him when he needed her. She doted on him and mothered him like almost every other mother on the planet. She encouraged him to do what he wanted and was there when he failed or got hurt.

"Why don't you look for a job in photography?" Aunt May asked. "You want to go to school for it. Why not start now if you can?"

"Who's going to hire a high school kid with no prior photography experience?" Peter asked incredulously. "No newspaper is going to want a teenager on staff."

"I wouldn't be too sure." Aunt May shrugged. "Oscorp has Gwen on staff which is one of the biggest companies in the world and they don't seem to mind she's just a teenager. There's plenty of newspapers around here you could try. Apply. What's the worst that could happen? They say no? You'll never know until you try. And if you don't want to work at Oscorp than you should try to get a job doing something you love. That's what you were planning on anyway, wasn't it?"

"Yeah," Peter nodded. "Alright, I'll give it a shot, Aunt May. Thank you."

Peter kissed his aunt on the cheek thanking her again for kicking him in the butt. It wasn't that he didn't appreciate the offer from Gwen to work at Oscorp but unlike her he didn't to go to work every day as a scientist. He wanted to be out in the world and get to see things other people don't get to see. That's what he liked about being a photographer. He always tried to get photos from angles most people wouldn't see so he could share the unique shot from his strange point of view.

He shook himself out of those thoughts looking over the article advertised on the front of the newspaper for a photographer. He sat down at his desk chair so he could better look over the article. Peter quirked his lips looking over the article wondering what he was going to do. After a moment Peter pulled open a drawer on his desk sifting through it to get a manila folder out. He then proceeded to go through his photos to pick and choose which ones were his best for a portfolio to give to the editor of the newspaper. Peter put together a group of his best photos for a portfolio. Once he had a good collection he debated whether or not to add one he had of Gwen. It was the one from the day when he had his butt handed to him by Flash.

Gwen was sitting on the picnic table reading a book in the picture. It ended up being one of his favorites. He had dyed it several different colors because he liked it so much. He had it done up in black and white as well. Peter thumbed through the copies for a moment before he stuck the original into the folder as well. He shrugged placing the folder back on his desk underneath the newspaper. Peter took a deep breath with a shrug climbing into bed turning out the lights. He wondered if they'd like his photos at all at the _Daily Bugle._

* * *

**A.N. So, what'd you think? Jack made a return! Gwen and Peter are trying to find a way to safely stop Electro. Peter's nightmare is still haunting him. He's looking for a job at the Daily Bugle. **

**Seriously, review! Please! Let me know what you guys are thinking! But as always don't be rude, feel free to express your opinions politely. And don't be rude to the characters either. **

**So, tell me, like it? Hate it? **

**Thanks for reading! :) **


	12. Twelve

**A.N. The dream in chapter ten was an idea given to me by .94! I wanted to make sure I mentioned that since I kept forgetting in the last two chapters to write that in. **

**Enjoy this chapter! ;)**

* * *

Twelve

Peter applied the morning after his aunt left him the newspaper on his desk. It was a relatively easy application he sent in online that morning. The next Monday Peter got a phone call asking him to come down to the _Daily Bugle_ for an interview to show his portfolio. His aunt was thrilled he had followed through on trying to get a job in photography. Peter told Gwen unsure what her reaction would be but she threw her arms around his neck telling him how proud she was of him. So, here he was Monday after school standing in front of the _Daily Bugle_. One of New York's many newspapers. He took a deep breath pulling the front door open and walking inside.

On the walls inside he saw dozens of different front page newspapers framed on the walls. Each marked a different event either within the world or within the newspaper itself. Peter pulled on his backpack feeling a little overwhelmed in a place like this. This was real. Peter shook his head getting into an elevator heading up to the top floor of the building where the editor's office was placed. Peter pulled out the note his aunt had left him since she had taken the message. He was meeting with a J. Jonah Jameson. He wondered what the editor was like, honestly, Peter never read many newspapers. He usually just looked up whatever he wanted to know about online. So, he didn't know very much about this newspaper in particular. Peter leaned against the back wall of the elevator waiting for it to get to the right floor. Since it was a newspaper the elevator had to stop on almost every single floor.

Once the elevator reached the floor Peter almost ran out, it had begun to get too crowded for his taste, and it tended to make him uneasy. Not like claustrophobia but more like Peter hated being reined in. The spider DNA inside him liked wide open spaces not tiny ones which Peter found rather strange. Instead of wanting to just sit in his room he'd rather be sitting on the roof. Peter could see the editor's office easily from where he was standing. Inside he saw several people who were looking sadly at someone who was sitting across from who Peter guessed was the editor. The editor didn't look thrilled with the man sitting in front of him as he was turning a bright shade of red as he flipping through a bunch of papers. After a moment the editor tossed the papers towards the frightened man sitting across from him before Peter heard the editor begin yelling for the man to get out. The man gathered his things up quickly before he scurried from the office. The man nearly ran him over as he came bolting from the office. Peter stepped to the side letting the frazzled man through who stopped and looked him up and down.

"Here for the photographer job?" The man asked.

"Yeah," Peter nodded with a frown.

"My advice?" He asked rhetorically. "_Run_. That guy's is psychotic!"

Without another word the man turned and went straight into the elevator. Peter figured that probably should've been his first warning. Instead Peter decided he was going into the office anyway. So, he took a deep breath and steeled himself and walked over to the office too. Outside the editor's office a woman sat at a desk. She looked up when Peter walked over to her. The woman smiled up at him with a warm welcoming smile that looked very practiced.

"Hi, what's your name?" She asked.

"Uh, Peter, uh, Parker." Peter said. "Peter Parker."

"Go right in," she said with another smile. This time it looked slightly concerned. Almost like she was worried he was going in but he wasn't going to come back out. "Good luck."

"Thanks," Peter nodded.

He pushed opened the door to the editor's office causing everyone to look over at him. Peter always hated having all eyes on him. Even now, it still bothered him onto no end. Peter took a deep breath walking over to the desk of the editor.

"Who are you?" He asked gruffly.

"Peter Parker." Peter answered. "I'm here for the photographer pos-"

"I know why you're here! Sit down!" Jameson pointed to the seat in front of the desk. "I asked who you were not why you were here! Don't you listen?"

Peter wasn't sure if he was supposed to answer but it didn't matter as the editor of the paper just kept right on talking anyway. Peter took the seat the man had pointed to pulling his portfolio from his bag just in case he needed it now.

"Alright, Parker, Parker," Jameson scanned the list in front of him. "Aha! Parker! There you are. Ah, yes. Do you have any experience whatsoever as a photographer?"

"Uh, no professional experience no." Peter shook his head. "But I do have experiences talking pictures."

"Everyone has experience talking pictures!" Jameson snapped. "There's a camera on everything these days! People have cameras with them all the time and take hundreds or thousands of pictures every single day uploading them all the time to the internet! That doesn't make you a photographer! It means you have a camera! There's a difference! I want to know if you can aim a camera and show some talent! Can you do that? Sheesh! Do you have your samples or are just wasting my time?!"

"Uh here," Peter handed him the folder.

Jameson flipped through the different pictures in the folder never saying anything as he did so. Instead he just kept flipping through the photos looking rather perturbed. Although Peter wasn't sure it was because of his photos so much so as it was just the way Jameson looked at everything. Jameson slammed the folder down on the desk without looking through all of the photos completely. He was shaking his head as he stood up leaning on the desk with both hands so he could look at Peter.

"They're crap!" He snarled. "You know what I need? I need a photographer who can get me photos that are going to sell newspapers! I fired the last three photographers I hired because they couldn't get a decent shot of anything! I need someone who can go out and get me what I ask for! But I can't seem to find one photographer in this city who can get a shot of Spider-Man! He's the best thing to sell newspapers since they invented the scandal! The only good thing is that no other newspaper in this city can get the shot either! That's what I need! I don't need a photographer who can capture a shot of his girlfriend reading a book!"

Jameson reached down to the folder pulling out the photo Peter had stuck into the folder at the last minute accidently knocking another couple of photos out of the folder as well. Jameson held the photo up to show Peter what he was talking about when he saw something else catch his eye. He looked down at his desk. Half sticking out of the folder was another photo. He dropped the one of Gwen carefully picking up the one sticking out like it was made of gold.

"Where did you get this?" Jameson asked almost in awe.

Peter leaned up so he could see the photo Jameson was talking about. "I took it."

"Is this real?" Jameson asked suddenly. "Is this really him?"

"Yes," Peter said positively. Peter could see it was one of the few shots he had of himself dressed as Spider-Man. After his battle with Connors he had found what was left of his crushed camera. Surprisingly most of the photos came out rather nicely. One of himself he liked so he stuck in the folder along with one of Connors as the lizard as well. They had been right behind the one of Gwen so when he pulled out her photo he must've pulled the others out with it. Peter, of course, knew without a doubt that it was really Spider-Man because he knew it was him in the suit, but Jameson didn't know that.

"How did you find him?" Jameson asked.

"I don't know," Peter shrugged. He didn't know how to answer that. "Right place, right time kind of thing, I guess. Why?"

"Could you do it again?" Jameson asked eagerly. "Do you think you'd be able to find him again?"

"Probably," Peter could find himself at any time.

"Great!" Jameson said. "You're hired! Freelance!"

Everyone in the room jumped. Peter would guess they hadn't been expecting him to just hire anyone or if he did it wouldn't be him Jameson decided to hire spur of the moment.

"I thought it was an actual job." Peter said.

"No!" Jameson shook his head. "You'll have to work your way up! I'm not handing a job to a teenager! You earn it! Freelance! Bring me more pictures of Spider-Man! I'll give you 50 dollars per photo!"

"50?" Peter asked incredulously. "I can get more anywhere else in the city! 400."

Peter wished he knew where the sudden backbone had come from because a moment ago he hadn't felt like he had a leg to stand on with this man. A moment ago he had felt about two inches tall. But now he knew he has something Jameson wanted and he knew that Jameson didn't want anyone else to have it either. It gave him an upper hand.

"That's outrageous!" Jameson eyed him. "250."

"350." Peter countered.

"Fine!" Jameson snapped. "But the _Daily Bugle_ has the exclusive rights to the photos!"

Peter nodded as Jameson cut him a check. Peter gathered up all of the photos leaving the Spider-Man photo behind with Jameson. He took the check from Jameson who leaned back in his seat holding the Spider-Man photo rather proudly. Peter shrugged as he stuffed the folder back into his backpack before he walked out to the secretary he had spoken with earlier. She was smiling happily as she leaned back in her chair when he handed her the check as Jameson told him to do.

"Welcome to the _Bugle_." She said.

Peter just nodded feeling something getting stuck in the pit of his stomach like selling the photo to Jameson hadn't exactly been the best idea in the world. He was eyeing it like a kid in a candy store. He just, however, didn't look like a hungry kid in the candy store; he looked like one who wanted to destroy the candy store. Peter shook his head taking the money from the secretary with a small nod before he retreated to the elevators. Suddenly, Peter felt rather tired after dealing with Jameson. It was like going to the dentist to get your teeth drilled being in the office with that editor. Peter felt his phone buzz in his pocket. Pulling the phone out he saw a picture of his girlfriend across the screen making him smile automatically.

"Hey," Peter answered the phone.

"Oh, hey!" Gwen said. "Sorry, I was calling to just leave you a message I didn't think you'd be out of your interview so soon. How'd it go?"

"Uh, I'm not sure yet." Peter answered. "I got the job, though."

"Congratulations!" Gwen said. He could almost hear the smile spreading across her face. "Why aren't you sure? That's a good thing, Bugboy! You got the job! You should be happy and we should celebrate."

"I am happy," Peter smiled her happiness infectious. "We should celebrate. What do you want to do?"

"Oh, uh," Gwen muttered. "We may have to put the celebration off because I think I figured out how to stop Electro. I've been working on it and I think I've found a way to subdue him long enough to get him to a secure facility where they will be better equipped to deal with him. That's why I called. I was going to ask you to meet me at Oscorp when you were done. But if you want to celebrate we can deal with this tomorrow."

"No," Peter shook his head. "We'll deal with it now and then we won't have anything hanging over our heads. And I won't be as concerned for the welfare of your family. I'll be right over."

"Are you sure?" Gwen asked.

"I'm positive." Peter said. "I think the safety of you and your family as well as stopping some psychopath from running loose through the city potentially hurting or killing many innocent people is a top priority in comparison to me getting a job. Wouldn't you agree?"

"It's a toss-up." Gwen teased.

"She'll be here all week." Peter joked. "I'll be right over."

"I'll meet you in the lobby." Gwen said. "Bye Bugboy."

Peter hung up his phone stuffing it back into his pocket before he hit the top floor button again. The elevator went back up one floor since he hadn't bothered to push the lobby button on his way in. Peter left the elevator heading for the stairs so he could get the roof instead. He didn't feel like waiting in the crowded elevator stopping on almost every floor or going through the lobby and outside to find a place to change. Instead the roof was just much faster. He made sure by going up to the roof he wouldn't accidently set off any sort of alarms but it was older building so the fire alarm didn't reach that door. Peter pushed open the door pulling the rest of his suit from his bag he slipped off his street clothes. Slipping his backpack back over his shoulder he jumped off the side of the building.

* * *

Peter and Gwen came up with a solution that worked on the simulator. Gwen had brought in the idea of draining Electro of his electricity before they super froze him using nitrogen. By freezing him he won't be able to pull the electricity in as quickly because electricity doesn't travel well through anything frozen. While he's down they wanted to fuse him with a non-conductor but were unable to make the effects last permanently. Instead, Gwen came up with the idea to use liquid rubber which is normally used to help make toys. With the rubber in his system the non conductor will counteract his ability to hold electricity like any other normal human. Both of them knew it may not actually work on a person since it wouldn't be the first time the simulator failed to see all of the consequences.

They did figure out the only way to drain Electro of all the electricity he must've consumed would be to bring him somewhere where they could reverse the effects. Gwen offered Oscorp up first because she knew they had the right technology to do it but Peter had nixed the idea deciding Oscorp had one too many damages done to it. Peter instead suggested the city's power plant. Gwen had thought her boyfriend had completely lost his mind or had taken one too many blows to the head.

"Peter if we manager to get him to the power plant he'll have all of New York's electricity supply to hit you with." Gwen shook her head. "He could kill you with that much electricity at his fingertips. No amount of latex in your suit is going to change that, especially when your face isn't covered by it! That's too dangerous! You can't fight him there!"

"He won't have any electricity if we shut down the power plant and use it for our own purposes instead." Peter said simply. "We turn it into a giant capacitor, bigger than Electro, and we'll be able to pull the power from him back into the power plant instead."

"That means I'm going with you." Gwen said softly.

"No," Peter shook his head, his tone firm. "No, we'll drop the stuff off and set it up so you can control the power plant from Oscorp or your bedroom. But there's no way I'm letting you anywhere near him."

"It's not the first time I've-"

"I know," Peter cut her off. "I know you can help. I know you can take care of yourself. I know I want you to help but I can't. He's trying to kill your entire family because he wants some kind of sick and twisted revenge. I'm not letting him get it. I'm not letting my nightmare come true."

"Peter," Gwen placed her hands on his face. "It was just a dream. It's doesn't mean anything."

"It didn't feel like a dream." Peter shook his head. "I've never felt anything so real in my entire life. It was one of the most frightening things I've ever experienced."

"Listen to me, Bugboy." Gwen placed her hands on either side of his face. "It was just _dream_. Yes, it was a terrible dream. And I get it; I understand what it's like to worry about someone so much that it scares you. I feel it every time I watch you put on that suit. I felt it every time I watched my father put on his uniform. Even if the dream is real, you told me it felt like no matter what I was going off that bridge, and if I am there's nothing we can do to change it now. I fall. But I trust you'll catch me. Maybe the dream was just a warning. You know what not to do, and I trust you'll save me whenever I fall. But don't think for a moment you get to sideline me because you're in fear for my life when I have the exact same fear for you. If you're going to be on Electro's turf then I'm coming with you because you're going to need someone to watch your back."

Peter shook his head again pursing his lips. "If he knows you're there he'll kill me just to get to you."

"Nah," Gwen teased. "He's Spider-Man's biggest fan, he wouldn't kill his hero. Besides, who said he even needed to know I was there?"

"How do you plan to hide?" Peter asked curiously.

Gwen walked over to her computer sitting on her desk in her room pulling up the Oscorp Database once more on her home computer this time instead. She quickly scanned through several files before she found the right one pulling up. She spun the picture around so she could show Peter what she wanted.

"If I'm in the control room you'll need to have him here instead, this is where it would be easiest to drain him." Gwen pointed to two different locations on the screen. "If I'm here it'll be all the way across the plant. He'll never know I'm there and if he does by the time he figures it out it'll be too late."

"We can get everyone out of the building by the emergency evacuation." Peter muttered looking over the screen.

"Once everyone's out we'll have the place to ourselves." Gwen smiled. "We just have to make sure we're gone before the police barge in. It probably wouldn't be a good idea to get caught tampering with the city's power plant. Especially since we'll need to shut the city's power down in order to pull it off, I'm pretty sure the police won't be very happy with us."

"Probably not," Peter agreed. "Now all we need to do is figure out how to get the nitrogen tanks there and soon because I doubt he's going to stay down for much longer."

"I'm surprised he hasn't come after us sooner." Gwen said. "He hasn't come near any of my family since the gala at Oscorp."

"Be thankful," Peter suggested.

After their conversation that night both of them quickly realized the power surges were getting bigger and narrower instead of broad as they had been before. They continued to be in random places scattered across New York. It seemed Electro had figured out what his next move was going to be and was putting whatever he had planned into motion. For Peter and Gwen they had everything they needed already stashed by the power plant for whenever things decided to take a turn for the deadly. They're biggest concern was finding a way to get Electro to the power plant. Peter had jokingly pointed out that he could just ask nicely if he would like to go to the power plant for a big final showdown. Gwen hadn't answered, instead, she just stared at him blankly for a moment before she whacked him on the arm.

Peter had laughed in response further irritating his girlfriend who was trying to be helpful. Peter shrugged guessing they would have to play it by ear because sometimes things don't go the way anyone plans. So, sometimes it best not to have plan. It's better to wait and see what they're first move will be before they make a move of their own. The last thing they needed to do was tip him off. Peter made her a deal suggesting he focus on being the one to get Electro to the power plant and where he needed to be while she focused on getting everything set to drain him. Each of them had their own part to play and as long it worked out perfectly or close enough it would be fine.

Peter still wasn't completely comfortable having her so close by while he was trying to stop someone who wanted to kill her but he knew she had a valid point. It wasn't fair of him to ask her to sit on the sidelines while he took all the risks. She had every right to help if she wanted to and there really wasn't anything he could do to stop her if she wanted to help. Just like he didn't have the right to take away her decision in their relationship when he promised her father he would stay away from her, Gwen still had an equal say in what happened, and if she wanted to help stop Electro he wasn't going to stop her. He just prayed nothing happened to her. He could honestly take so many near death experiences when it came to Gwen. He didn't want to get to the one that managed to follow through. In his lifetime he had been through far too many deaths and had been to one too many funerals. He had no such illusions to add Gwen to those lists.

He'd die first.

* * *

"I don't think so," Gwen shook her head. "No, you're wrong."

"I'm not wrong," Peter gawked. "You're wrong. Look it up if you don't believe me then."

Gwen and Peter were sitting together on Peter's bed in his room with their school books in their laps as they studied. Peter was leaning against the wall while Gwen leaned against Peter instead. Peter had one arm draped around her shoulders. They had managed to scatter almost every single book of theirs across their laps then across the bed covering almost all of Peter's bed. Gwen raised her eyebrows at her boyfriend as she sat up.

"I don't need to look it up." Gwen said. "Because I know you're wrong."

"Nope," Peter shook his head like a dog at her making her laugh. "I know I'm not wrong. So, if neither of us believes we're wrong and neither of us wants to look it up: How do we decide whose right and who's wrong?"

"I don't know," Gwen said.

"Uh, something she doesn't know ladies and gentlemen!" Peter clapped. "I wasn't sure I'd live to see the day."

"Listen, Bugboy!" Gwen tackled him pushing him down to lie on his back. "I've admitted that I don't know things before. But in this instance I know I'm right so there's no need for me to look it up other than to just prove that you are in fact wrong."

"I'm not wrong though," Peter smiled. "So, again, how do we decide?"

Gwen quirked her mouth to the side for a moment before she leaned down a few inches so she could kiss her boyfriend. Peter wrapped his arms around her waist tightly pulling her down on top of him firmly. Gwen weaved her fingers through his hair pulling him closer to her. She pulled back opening her mouth to say something but Peter cut her off.

"Shut up," he demanded.

He returned his lips to hers without hesitation feeling her smile through the kiss reminiscent of their first when she tried to tell him shocked and awed he was Spider-Man. She didn't seem to mind very much when he asked or demanded she not talk because he was too busy focusing on her doing something else with her lips instead. Gwen pulled him closer before she heard something hissing. She turned her head towards Peter's desk seeing something blue hissing along an outlet beneath the desk. She returned her attention to her boyfriend so she could get his attention.

"Peter, what is that?" Gwen asked.

"I have no idea." He answered. "But I think it's safe to say it's not good."

"Peter Parker," a voice crackled. "Peter Parker, an outcast at Midtown Science High School turned New York's resident superhero, Spider-Man!"

"Uh-oh," Peter and Gwen said.

Without any further motivation both of them scrambled off the bed towards the door which locked thanks to Peter's electronic door lock. Peter pushed Gwen behind him anyway determined to keep her safe anyway. He hadn't changed since he had gotten home from school with Gwen so he was still wearing his web shooters something he was grateful for right now. He didn't have to worry about putting them on. A figure materialized in front of them looking angry and upset.

"Imagine my surprise when I found out my idol was nothing more than a mere child." Electro said. "Although, I have to admit it was nothing compared to my surprise when I found out my idol, New York's here was dating his biggest nay-sayer's daughter! At least now I know why you kept getting in my way."

"Anyone would get in your way!" Peter snapped. "You're trying to kill innocent people!"

"They're not innocent!" Electro yelled. "George Stacy was trying to stop a hero from saving New York. That doesn't make him a hero or a good person. He got what he deserved."

"You're wrong." Peter was shaking his head.

Behind him Gwen almost didn't recognize Peter's voice when he spoke those two words. He sounded nothing like himself but just like himself all at the same time. She could've used some warning for Peter's next sudden decision as he slammed the two of them through the bathroom wall shooting a web at the same time to pull Electro's feet from under him as they went back. Gwen felt Peter's arm wrapped tightly around her waist as they crashing through the door ripping it from its hinges. Without waiting for Peter she reached up grabbing the other doorknob yanking the door open and racing out. Peter used another web to grab his backpack as he ran out behind his girlfriend. The two of them jogged down the stairs hearing his door lock clicking out of place as Electro followed them.

"I don't think my aunt has crazy maniac homeowner's insurance." Peter quipped.

"Really?" Gwen answered. "My mother has insane villain bent on killing everyone homeowner's insurance just in case."

"Oh," Peter nodded. "If we live through this we should look into that."

"Good plan!" Gwen rolled her eyes.

"You know," Electro said thoughtfully. He appeared in front of them in the foyer of Peter's house. "You can learn a lot about people when you hide in the walls long enough. People say and do all sorts of things when they think they're alone. And the two of you were a plethora of information. All I wanted to do was learn where you're family was going to be so I could take you out without worrying about Spider-Man interfering again because I didn't want to hurt him. I _looked_ up to him. Then I learned Spider-Man was your boyfriend it all made sense."

"Attack him and shut him up will you?" Gwen whispered. "A monologue villain, that's new."

"I don't want to destroy my aunt's house." His head shook. "I'm serious, I don't think her insurance covers that."

"Spider-Man was protecting his little girlfriend." Electro mocked. "How quaint, he's blinded by lust, and silly teenage emotions to realize I'm trying to help. But you'll understand one day why I'm doing this."

Before Electro even moved Peter pushed Gwen into the dining room underneath the table. Several of the chairs crashed loudly to the floor as they wiped them out. A blinding blue flash crashed where they had just been standing. Peter yelled for her to get to the back door. Gwen went straight to the back door as Peter dug into his backpack looking for the rest of his Spider-Man suit. He pulled out his mask and gloves leaving his backpack behind as he left the house praying Mary Jane was working this afternoon because if she wasn't there was a good chance she was in her backyard. Mary Jane never strayed far from the porch or her backyard whenever she was home hating to be cooped up in the house with her father. He was pretty sure this would be hard to explain to her right now with such an imminent threat to all of their lives. He didn't even want to think about how he was going to explain this one to his aunt later. Right now he was just hoping for a later.

Peter ran out the back door seeing his girlfriend was already through his backyard. He dug into his pocket tossing her the keys to his aunt's car. His aunt hadn't taken the car to yet because he had still been working on it over the course of the last couple of weeks. Instead she'd been taking the subway as she had always done before when his uncle used the car most of the time to get to work. He hoped all the repairs would hold together because Gwen was going to need it to. He tossed Gwen the keys to the car who looked at him confused for a moment.

"Take the car." Peter explained. "I'll meet you there."

"Okay," Gwen nodded getting in the car.

Peter went around to the driver's side window seeing Electro was already making his way to the backyard through his house. Peter quirked his mouth looking down at his girlfriend for a moment taking a deep breath knowing this wasn't going to be fun.

"I love you," Peter said suddenly.

"I love you too, Bugboy." Gwen smiled.

Peter stepped back letting Gwen pull out before he slipped his mask over his head his gloves already in place as he faced Electro again. Electro stood tall and arrogant on the steps chuckling softly as he made his way down into the yard. Peter took a deep breath feeling awkward still wearing most of his street clothes but he wasn't sure he wanted to take his eyes off of Electro at the moment. He wasn't sure what he was planning to do next.

"It doesn't matter," Electro shrugged. "She'll never get far enough away from me. This will never end. I will get to her eventually. You can't protect her forever. You'll understand one day why I'm doing all of this. It will make sense and you'll thank me for helping you to understand why she needs to die. She needs to be an example that you won't stand for anyone standing against you. And anyone who does stand against you will pay the ultimate price and so will their family."

"That's not a hero!" Peter snapped. "That's a murderer. I'm not like you. I'll never understand why you're trying to take away the one of the only people on the planet that knows me completely and accepts me without hesitation! You're no hero! George Stacy was a hero and he died trying to save this city!"

With that, Electro stopped being Spider-Man's biggest fan and instead became his biggest nightmare.

Peter could see Electro's face contort beneath the black mask. He jumped out of the way as he launched another strike at him. Peter shot webs on either side behind Electro pulling himself to Electro driving both of his feet into his chest knocking him to the ground. Around them the dirt from the backyard stirred from the impact billowing up into the air. Peter pulled his shirt over his head tossing it towards the house as Electro swung his fist at him using his electricity to make up the space distance between his actual fist and Peter's face. Peter felt himself get thrown from on top of Electro over his own yard into his other neighbor's yard. He gouged a rut into the neighbor's yard because of it. He had felt a minor jolt because of the hit to his face where he was unprotected by the latex in his suit but it wasn't enough to put him down.

Peter pulled himself up kicking off the last of his clothes grabbing a syringe in the process. He could see Electro pulling more electricity from the power lines to himself. The blue electricity licked along his limbs as he absorbed more. Peter webbed a trash can not too far away swinging it around so it whacked Electro in the head. It drew his attention back to Peter who threw another trashcan at Electro. He was pretty sure his neighbors were going to be very, very upset about the mess they were making.

Peter jumped out of the way of another blow landing on the side of his neighbor's house sticking to the wall easily. He webbed Electro's face completely blocking his view. Peter could see steam rising on his face making his assume he was burning the webbing using the electricity coursing through his body. Peter stuck the syringe into a small pocket he had made on leg where he normally kept his cell phone which was also wedged in there along with his Bluetooth headset. If he needed to he would be able to call Gwen or anyone else for that matter. Peter spun another web but this time he used it to swing towards Electro kicking him back into the street behind his house. Electro toppled over himself as he landed in the street. Peter swung around to land another blow but he was ready this time for him. He grabbed Peter's foot ripping him from his webbing and slamming him into the unforgiving pavement making him groan. Peter kicked at Electro knocking him away for a moment.

It was long enough for Peter to jump to his feet and dodge another strike from Electro jumping over his head landing smoothly on the ground kicking out Electro feet from underneath him. Electro hit the ground. Peter swung for another punch but he missed hitting the pavement when Electro disappeared in a blinding blue flash again. Peter was knocked back from the small explosion he had created by disappearing. Before neither Peter nor Gwen had been this close to Electro when he disappeared so neither knew the force it created when he turned into pure electricity. Peter was barely on the ground for a split second before he was on his feet again. Peter pulled the Bluetooth from his small pocket carefully placing it into his ear. Peter could see the wires were fired where Electro had entered them causing what Peter assumed would look like another power surge. He could see electricity wiggling on the outside of the wire as Electro moved.

He took a look around before he jumped into the air using the buildings around him to jump from one to the other until he got closer to the bigger buildings. Peter followed the strange burst on the wires until it disappeared. He jumped onto one of the poles to get a better look. He was sure the New Yorkers must think he looked insane by jumping onto a pole and then proceeding to look it over like he lost his car keys there. Before he could even touch the wire he was blown off of the pole by a huge burst of electricity. Peter landed on a parked car across the street. Windows blew out in several of the buildings around them because of the explosion in the pole. Electro returned to his usual form gliding down to the earth using the electricity to slow his fall as he did so. The sudden explosion from the pole caused the pole to topple over smashing into another car destroying it and causing an accident.

Several cars swerved to miss the falling pole and ended up crashing into other moving cars as well as parked cars. People who had been walking down the street froze for a moment to see what was going on but the moment they saw Electro they turned and ran as fast as they could creating a panic. Peter on the other hand couldn't move for a moment. He hit the car so hard when it bent to accommodate his sudden weight on the top of the car it bowed out and then on either side it wrapped around his arms. He knew he could've easily pushed through it had he not hit his head so hard making the world around him spin and swim. His eyes watered from the impact and his head throbbed. He was going to have a great bump on his head in the morning along with one hell of a headache. Peter felt his eyes beginning to get heavy as he heard people around him shuffling about trying to get away from the manic who had just blown up part of the street.

"Why isn't he getting up?" Peter heard a female voice say.

But to Peter it sounded like she was talking so far away and with a mouth full of cotton. He was rapidly losing consciousness, he knew that much, and he knew he needed to get. He needed to get up now but he couldn't move. It was like when you're asleep but you can hear everything going on around you but you can't move your body at all.

"Is he dead?" Another person asked.

"Is he hurt?" Some else asked.

"Who is it?" Another voice broke through. "Spider-Man?"

The people who had been shuffling past where Peter had been dropped onto the car stopped to see if he was alright or if he needed help. Peter wanted to tell the people to run and to get out before Electro hurt them. He didn't know what Electro would do if people tried helping him but it didn't sound like Electro could worry about it right now. Electro on the other hand was too busy fending himself against the police who had just arrived on scene. Peter could vaguely hear them yelling at Electro to stand down or they would open fire. Peter just hoped all the people were clear of whenever Electro was standing. Electro refused to stand down and now he was facing off against New York's finest. The first wave of police officers weren't dressed properly to fight Electro but the next wave who had taken longer to show up because they then knew what they were up against were dressed in rubber suits. They were ready for him to attack and they had no qualms about firing at will at Electro.

Meanwhile, Peter was still trying to shake off the haze from cracking his head against a metal car. He didn't hear the people talking anymore because they were too busy trying to get him unstuck. He heard the metal of the car groaning and screeching as the people tugged on the car. He heard them calling for others to come help and he heard more people pulling together around him pulling on the car. Once the car was out of the way enough Peter felt himself being moved from on top of the car to the sidewalk. There were too many hands to figure out how many people were picking him up to pull him out of the car. He felt someone groping around the edge of his mask but his senses didn't tingle, he wasn't in danger, and he soon realized why. He felt the person gently prod their fingers into his neck checking for a pulse not to take off his mask.

"Is he alive?" Someone asked.

"Yes," the person checking his pulse answered. "I've got a pulse. He must've hit his head, maybe a concussion."

"Is he going to be okay?" Peter heard a small child ask this question but no one answered. The sadness in his voice almost broke his heart. Peter took a deep breath feeling the fog clouding his mind begin to disperse. He shook his head with a groan and tried to sit up.

Around him he felt more hands grabbing onto his sides helping him to stand on his own two feet. Peter let his eye slide open seeing the world had stopped swimming in his line of vision. Everything was where it should be. The sound of the fighting between Electro and the police was still going on in the background. Since he was feeling better Peter steadied himself looking around at all the people.

"Thank you," he nodded.

The people around him nodded almost in awe. He shot another web beginning to jump away when he heard the same little boy who asked if he was going to be alright yelling wait. The boy's mother trailed behind him as he walked over to Peter. Peter look down at the little boy who was holding something out to him. It was a red and blue piece of fabric. Peter took it from the little boy wondering what it was.

"Good luck, Spider-Man." The little boy said. "Thank you."

Peter nodded thanking the little boy before he jumped away. The little boy had handed him a Spider-Man shirt which Peter couldn't for the life of him understand why he had but he took it anyway. Peter hung the shirt on the top of the building almost like it was a flag because he wouldn't be able to carry it with him. Peter took a deep breath before he returned to his fight with the giant capacitor.

"I've had enough of you!" Electro yelled. He let out a huge wave electricity go destroying the police cars and sending the police officers back. "This is my city!"

"Newsflash, Voltage head!" Peter yelled swinging down kicking him away. He used two webs to grab Electro and launch him into a wall. "New York doesn't belong to you! This city is too big and too great for any one man to control! New York is perfect the way it is and it doesn't need someone like you!"

He could hear Electro hiss and Peter could tell he touched a nerve. Electro blasted him again knocking him back into a brick wall. Electro appeared in front of him pinning him against the cold unyielding bricks snarling in his face as he did so.

"This city made me into an outcast!" Electro hissed. "This city lets so many get lost every single day. This city is falling apart!"

"You're wrong." Peter jammed his elbow into Electro shoulder. Electro faltered letting Peter pushed him away. "This city is fine just the way it is! If you don't want to be an outcast in his city than you don't have to! You can change who you are! Killing innocent people isn't the way to change the city or help keep you from being an outcast! All it's going to do is make people hate you!"

Peter smashed Electro into the wall where he had been pinned. Peter punched Electro before he was kicked away. Peter caught sight of the street sign and realized he still needed to get Electro three more blocks. Electro had taken himself a good distance by traveling through the power lines. Peter wondered if it made it easier to collect more electricity that way. He hoped Gwen had made it to the power plant without any trouble because she isn't there by the time he gets there Peter's pretty sure he'll have a new definition of screwed.

"I'm sorry you're life sucked but it's no reason to take it out on someone else." Peter said.

"You don't _understand_!" Electro yelled angrily. "No one understands! Besides I'm doing this to help the city and to help you! This city needs help!"

"No," Peter shook his head sarcastically. "_You_ need help, serious help."

Electro yelled angrily as he launched another series of attacks which Peter proceeded to dodge over and over as he moved down the street. Peter jumped from one building to another avoiding Electro's strikes. Electro seemed so enrage it was like he could no longer control himself. Peter wasn't sure if this was helpful or not. It was helpful because he had managed to get Electro to follow him or it was harmful because he seemed much more bent on killing him and anyone who stood in his way now. Peter jumped out of the way again realizing he was only one block away from where he needed to be before he remembered something Electro had said about hearing a lot when he was in the walls. Peter wondered if Electro knew what he and Gwen had been planning and was ready for them. In which case Peter knew he and Gwen didn't really have a back-up plan.

Peter could still hear Electro following him hissing as he pulled more electricity into his body. For a moment the wonder of how his body chemistry was altered to allow that much current to pass through his body without killing him passed through Peter's head. For a moment his curious nature, the scientific part of him he got from his parents wanted to know how it worked, and then the rest of his brain took over. He was in massive amounts of danger right now. He could wonder about Electro's strange body chemistry later just like he could worry about his own strange DNA later. It wasn't the forefront of his problems.

Electro continued following him to the power plant which Electro seemed to realize was where they ended up. He chuckled cruelly his lips twisting into a half maniacal smile as he landed softly on the ground across from Peter. Peter was crouched low to the ground waiting for another attack from Electro who he watched carefully as he took a step towards Peter.

"Do you have death wish?" Electro asked. "Not only do you continue to fight me, a fight you can never hope to win, but now you bring me to a turf where I have the upper hand. From what I heard you were supposed to be intelligent."

Peter felt himself get launched back by a vicious strike with more electricity than he had ever felt from any of his punches before. Peter slammed up against a wall shaking his head feeling a cold chill he jumped out of the way again. The wall where he had been standing exploded loudly. It completely disintegrated. Peter was glad he hadn't been standing there. He looked down to his chest seeing a few rips spread across his chest. This material wasn't quite as strong as what his first suit had been made of it so it tore easily. He could see the latex before the fabric was barely holding together. He just hoped it would hold up long enough for Gwen to get everything settled. Peter shot a web up the side of the building pulling himself onto the roof.

He could hear Electro following him onto the roof but he knew right now that he wouldn't see where he was hiding. He needed to stall for more time for Gwen. Plus, he still needed to maneuver Electro into the right position in order for their plan to work. Peter guessed based on what Electro said earlier that he didn't have a clue as to what he and Gwen had planned for him. Apparently he had only listened far enough into their conversations to realize he was Spider-Man and that he was completely in love with Gwen Stacy. He could hear Electro's boots crunching on the top of the roof. Peter took a deep breath closing his eyes letting his other senses take over instead of letting his eyes lead the way. From what Peter could tell Electro was still twenty feet away from him. His spider sense wasn't alerting him to any sort of danger at the moment.

"What happened Spider-Man?" Electro asked. "Did you run of clever insults? Or have you finally realized that I'm _trying _to help you?"

"You're a sick man." Peter said. "If I was on fire I wouldn't want your help putting me out."

Electro blew up where he had heard Peter's voice but he had already disappeared where he had been hiding making Electro growl in frustration. Peter hid once more on the roof listening as he heard Electro walking around the roof looking for him. Peter could see a small blue glow as Electro used it to light his way. Suddenly, Peter heard a loud blaring coming from the power plant. It sounded like an alarm clock stuck between radio stations when it went off. For a moment he couldn't hear where Electro was and he realized as he peered around the corner that he had stopped walking. Both of them could easily see the people were evacuating the power plant but it didn't seem to faze Electro as much as it did Peter. Now Peter knew Gwen was here, somewhere, and she was working on helping him as quickly as possible.

Peter could see everyone who had been inside the power plant was gathering out in front of the plant from where he was. Below he heard the gears of the power plant grinding as it slowed. He let himself be found by Electro who looked more than thrilled to have found him. But Peter knew something Electro didn't know, he had the upper hand and he let out a sigh of relief as the horrible onslaught Electro wanted to unleash on him could never come. Apparently, Electro wasn't paying attention to his surroundings never hearing the power plant shut down around him taking away what powered him along with the rest of the city.

Peter watched as Electro tried to electrocute him but nothing happened more than a slight shock most people can create by running their feet on their carpets. Peter grinned beneath his mask watching the entire city of New York's lights go out. In the dark Peter could see just fine despite the lack of light around him. His eyes immediately adjusted so he could see while Electro on the other hand struggled to see what was going on. Peter could feel Electro was still holding him up. Peter just flipped out of Electro's grasp flipping over to land softly on his feet in front of Electro. Peter used his webbing to pull him into a cocoon before dropping him down the side of the building into the power plant where he needed him to be. Before he jumped from the roof he grabbed the bag of supplies he had left on the roof earlier in the week.

Electro struggled to break free of the tight webbing using what he had left of his electricity to melt through the webbing. Peter went to move the wiggling Electro so he could be drained of what was left of his power but before he could Electro broke free pushing Peter back with one burst. It was enough to send Peter flying into a wall shaking the building but it barely fazed him in the slightest. Peter shot his web towards Electro who raced around the corner trying to get away from him but he missed. Based on the blueprints of the building Peter could guess Electro was looking for a way to turn the plant back on and get it producing electricity once more so he could finish him off. However, Peter knew the only way he could do that would be to get to Gwen who was in the control room making sure the plant remained just as it was. Peter raced around the corner as well pulling the nitrogen tank from the bag of supplies he had taken from the roof. Electro raised his hand to let out one more burst but Peter was faster with his webbing.

Electro ended up with his hand stuck to the wall. He tried melting the webbing again but Peter webbed him again sticking the rest of his limbs and body to the wall. Electro continued trying to pull free but it was too late Peter already pulled off the cover to the nitrogen tank spraying Electro from head to toe freezing him to the wall. Peter heard his headset ringing in his ear. Once the tank was empty he pulled another from his bag hitting the answer button as he did so.

"Hello?" Peter said.

"I'm all set here." Gwen said. "I can see you seem to be all set down there."

"You can see?" Peter asked.

Peter looked around the room for a moment seeing the cameras stuck on the walls. The cameras moved around almost like Gwen was saying hello to him using the cameras in the power plant. Peter shook his head as he sprayed Electro with the nitrogen once more.

"Go for it." Peter said.

The power plant revved to life once more around both of them this time instead of producing power it was a giant capacitor instead. The power plant reversed so it took energy from the closet source just as Electro used his own powers to do so from anything that produced electricity. Electro quickly realized what Peter was doing but he couldn't move any of his limbs no matter how hard he tried. He couldn't melt through the ice holding him in place either because electricity can't move as well through ice. Electro sagged against the wall looking tired and drained as the machines around them worked him dry.

Before he was completely lost all of his energy Peter pulled the syringe from his suit walking up to Electro pushing through the ice so the needle was in his flesh. Peter quickly injected all of the liquid rubber in Electro's arm as he heard the power plant around him slow down. Electro fell off of the wall as he began to thaw out. Peter caught him before he could crash to the ground completely. Peter gently set the man down on the ground wrapping him in a jacket he found hanging on the wall beside both of them. Electro was shivering because of the nitrogen but he still looked rather upset with Peter. Peter covered him in the jacket hoping he would warm up and the effects of the nitrogen would wear off soon.

"What did you do to me?" Electro asked.

"I made sure you couldn't hurt anyone." Peter answered simply.

"No!" Electro shook his head rolling away from Peter angrily. He rose to his knees trying to use his powers against Peter but nothing happened no matter how hard he tried. After a moment the power plant began working normally again but even with the constant flow of power Electro still couldn't make a spark. "What have you done to me?"

"Don't worry," Peter said. "You'll get the help you need."

"I don't need help!" Electro yelled. He rose shakily to his feet. "I don't need anyone! I was trying to help you! You're no hero!"

Peter could hear Gwen coming down the halls since Electro wasn't any more dangerous than that of a normal human being. Right now with the rubber running through his veins he was just like every other human being on the planet. Electro was shaking his head back and forth while he muttered no over and over. Gwen walked in behind Peter which seemed to be too much for Electro to take. He growled at her moving closer to try and attacked her but Peter pulled his feet out from underneath him shoving him back. Electro crashed onto his back looking at the machines beside him. They filtered electricity to the entire city.

"I'll show you!" Electro yelled.

Electro slammed into the machines electrocuting himself before Peter could pull him out. Once Electro was freed from the machines thanks to Peter who yanked him out again using his webbing they both placed him on the floor. Both of them stood on either side of him. Peter yanked off his mask dropping it onto the floor beside him. There was smoke billowing off of him and they could see burn marks on his hands. He looked rather worse for the wear at the moment, much worse than when he had been electrocuted the first time. This time he couldn't stop shaking and whenever his eyes opened they could only see the whites of his eyes. Gwen shot Peter a look as he started foaming at the mouth. Peter checked his pulse feeling a dull thud beneath his fingertips. He could hear him breathing but only just.

"This can't be good." Peter said.

"I think he's begun to slip into a coma." Gwen said checking his wrist for a pulse. She gently shook Electro trying to wake him or rouse him but there was nothing. His jaw slacked in response to her efforts. "No, I'm almost positive he slipped into a coma."

"Perfect." Peter sighed. "Now what?"

* * *

**A.N. Now what is right? Peter just fought Electro. And Electro seems like he's down for the count. What do you guys think? How was this chapter?**

**Seriously, let me know what you guys think! Like it? Hate it? Love it? **

**Thanks for reading! :)**


	13. Thirteen

**A.N. Alright, in the last chapter Peter started working for the ****_Daily Bugle._**** Peter and Gwen believed they found a way to stop or subdue Electro. Then of course, as usual, everything went wrong and they were attacked because Electro had figured out who Spider-Man was beneath the mask. So, he attacked Peter at his home while he was with Gwen. Then Peter and Electro were beating each other to a pulp. Gwen gained control of the city's power to help Peter stop Electro. They managed to stop him using liquid rubber, nitrogen, and the power plant. Electro then fried himself trying to regain his powers. And Gwen and Peter were left to figure out what to do next. **

**So, here we go with what happens next... ENJOY!**

* * *

Thirteen

Gwen watched from the roof of the power plant as Peter carefully brought Electro out to the police who had formed a nice ring outside in an attempt to help. Gwen could feel the cool wind blowing all around her and she was grateful this was over. The threat to her family as well as herself was gone. She put on a good show trying to forget there had been a serious threat to her own life not just her brothers or her mother or even Peter. She had been so busy worrying so much for everyone else that she hadn't given too much thought to herself but now she couldn't help but feel relief. Electro hadn't woken up from whatever he had done to himself by electrocuting himself once more trying to return his powers.

When Peter injected him with the liquid rubber it balanced out his abilities stopping him from being able to draw in electricity. By doing this it evened out his chemistry so he was just like any other average male. It also meant he could be electrocuted like any other average male. His trying to return his powers to himself by electrocuting himself turned him into more of a vegetable than anything to be frightened of. Peter and Gwen had heard the police gather outside and demanding Electro evacuate the building and surrender. Upon hearing that Peter brought her up to the roof and asked her to wait there. Gwen wondered what he was going to do about his aunt's car but right now she didn't want to think about that. Instead she watched from her perch high on top of the building as Peter handed Electro over to the police.

There was an Oscorp truck there as well with several specialists who came out of the back with a gurney with straps on it. The specialists showed some kind of ID to the police along with a stack of papers. The new captain of the police was there and he looked over the information before nodding to Peter. Peter waited while they quickly attached Electro to the gurney and bringing him to the Oscorp truck. Gwen looked at the new captain sadly missing her father. She let out a sigh grateful with this crisis and attack on New York no one had seemed to have died. Of course she didn't know the extent of the damage Peter and Electro must have caused on their way here but she didn't think for one moment Peter would've let anyone die. Gwen watched as Peter handed Electro over shaking the new police captain's hand before he slung a web swinging away from them. The specialists from Oscorp tucked Electro away in the truck once Peter was gone.

Gwen heard a small thud behind her. She turned seeing Peter standing there looking somewhat alright considering he had been fighting a dangerous maniac for the last few hours. The sun had set, but the lights of New York had been returned before they left. All of the workers from the power plants returned to the building checking the damage over carefully. Peter's suit was torn in several places, he had some cuts along his torso, and bruises all over but she supposed it could be worse. He tugged off his mask as he walked over to her. He came to stand beside her as they watched the police talking with the people from Oscorp. She could tell the new police captain wasn't thrilled that Oscorp was involved in another incident that helped destroy half of New York.

Gwen felt Peter wrap an arm around her waist tightly as he kissed the side of her head gently. Gwen let out a sigh of relief leaning into her boyfriend pulling him closer. Before she had asked her father to make sure he was okay and she didn't see Peter again until the day of her father's funeral when she demanded to know where he had been. Now he was here and he was whole and she hadn't been forced away from him by anyone. Just like he wanted access to her at all times which is why he uses her fire escape she wants the same in return with him. She heard Peter chuckle softly as he pulled her even closer something she hadn't thought possible.

"What?" Gwen asked.

"We never did figure out who was right." Peter explained. "What are we going to do about that?"

"I still don't know." Gwen shrugged. "I thought when this was all over we were going to look into getting your aunt some insurance that would cover another crazy maniac attack."

"We can do that tomorrow." Peter chuckled.

"I think we're going to have to do both tomorrow." Gwen gently touched his chest. "Right now, I think you need first aid."

"I'm fine." Peter insisted.

"You're bleeding." Gwen pointed out. "Last time I checked bleeding doesn't fall underneath the definition of fine."

"Neither does not bleeding." Peter pointed out. "Fine is a state of being. I feel fine."

"Well, you're nuts, so…" Gwen giggled. Peter shook his head at his girlfriend as he pulled her closer to him. "Come on, Bugboy we're already fighting once about who's wrong and who's right let's try not to add to that list in anyway if we can."

Peter wrapped his arms around Gwen tightly before taking to the skies. Gwen took his mask for him so he could safely navigate through New York since he hadn't bothered to put it back on. She wrapped her arms around his neck tightly as they returned to his house. Gwen collected his clothes for him which were strewn across the backyard and the street. Peter replaced his clothes going into his house with Gwen following behind him to find his aunt who was half going out of her mind with worry. The minute she saw her nephew she threw her arms around his neck demanding he never scare her like that again. Peter didn't say anything as he wrapped his arms around his aunt tightly trying to comfort her.

Gwen knew he wouldn't promise his aunt he wouldn't scare her like that again because he would at some point he do it again. Peter would always rush off into danger if it meant protecting someone from being harmed. Gwen just stood back in the doorway of the dining room watching. She didn't want to intrude on his aunt checking her nephew over. Peter had several bruises on his face from being punched and thrown around. She also could guess being hugged so tightly by his aunt was torture for him considering he had a large cut across his stomach with several other bruises along his sides. Gwen leaned against the doorway looking over the house. It didn't look too badly damaged. There were scorch marks on the far wall from when Electro had tried to blast them and Peter pushed them out of the way. The chairs they had overturned by jumping out of the way had been righted and placed back where they belonged along the table. Gwen looked up the stairs wondering how the upstairs looked right now.

"What happened to the house?" Aunt May demanded. "I came home and I found it a mess with the back door wide open and you gone. It looked like there was a huge fight out in the backyard and our neighbor's backyard but they can't tell me anything. One was working while MJ's father was passed out drunk on the couch, I'm lucky he even answered the door."

"Uh," Peter took a look around. "I can't tell you."

"I told you before, Peter." Aunt May shook her head. "Secrets have a price, they aren't for free."

"It's safer." Peter whispered shaking his head back and forth. "It's safer if you don't know. I'm so sorry, Aunt May. But I can't tell you."

Gwen could see how much Peter hated keeping this from his aunt. He ducked his head avoiding eye contact with his aunt who watched him carefully for a moment. Gwen watched as his aunt's eyes moved from watching Peter to then watching her for a moment. Gwen looked at the older woman sadly wishing she could help and relieve both of their burdens but it wasn't her secret to sure, it was Peter's. Aunt May eyed Gwen carefully for a moment making Gwen wonder if Aunt May could see right through her. Aunt May smiled softly and wearily at Gwen almost in understanding before she nodded with a resigned sigh.

"Okay," she whispered. "It's okay."

Peter's head shot up to look at his aunt wondering whether or not she was messing around with him. His aunt looked completely sincere though touching Peter's face gently.

"I understand." Her eyes flickered to Gwen briefly. "Will you fix some outlets tomorrow though? Some of them blew tonight and won't work. I think the wires might be fried. Along with your bathroom door which has exploded. So, you'll have to fix that too. If there's anything else that mysteriously broke or has stopped working would you mind fixing those as well?"

"Okay," Peter nodded in response. "I'll take care of it."

Gwen felt like the older woman had just placed Peter in her hands and was entrusting her to watch out for her nephew's wellbeing. No pressure there, Gwen thought. It wasn't like Peter randomly set out to almost get himself killed every day. Gwen saw Peter return his attention to her announcing to his aunt that he was going upstairs so they could study. She followed Peter up to his bedroom where the bathroom door was still laying in the bathroom broken. Peter went inside picking it up and setting it off to the side. While Peter moved the door out of the way Gwen scoured his bathroom looking for first aid products. When she returned to his room with an armful of products to patch him back up he was clearing off his bed.

Peter placed his own set of books onto his desk and placed hers back into her own backpack or beside it sitting it on the floor by his bed. Once the bed was clear he flopped down on top of it spreading himself out getting comfortable. Gwen thought he looked ready to just fall asleep. She helped him out of his shirt his Spider-Man outfit already deposited into his room before they came into the house. It was sitting on the floor just in front of the window. The edges of Peter's bruises had already turned yellow and were looking far better than they had before. He groaned as she applied anti-bacterial medicine to the gash on his stomach. Gwen shot him a look as she carefully continued cleaning the gash. Peter winced anyway gently reaching out to touch his girlfriend's waist pulling her closer using his strength.

"Peter," Gwen scolded. "I'm in the middle of something."

"So am I." Peter whispered distractedly.

"You need some rest, Bugboy." Gwen said. "You need your wounds cleaned out and then you should get some sleep. You're practically falling asleep."

"Stay," Peter whispered.

"I'm not going anywhere." Gwen promised. "Get some sleep. I'll still be here when you wake up, Bugboy. I promise."

Peter seemed more content with this knowledge letting his eyes slide closed as he nodded slowly. Gwen carefully cleaned out the rest of his wounds. She realized soon that Peter had fallen asleep. She sent her mother a message letting her know she was alright and was spending the night at Peter's because the streets were too backed up to get home. Her mother sent her a message back expecting her home bright and early the next morning but that she was glad she and Peter were safe and sound. Once her mother knew where she was Gwen settled down next to Peter covering both of them over with a blanket. She didn't know how well it would blow over with his aunt both of them staying here together but right now she was too tired to care.

Within a few minutes Gwen was fast asleep.

* * *

Time rolled on. The city recovered from its second attack within just a few months piecing everything that had been broken back together. Gwen checked up on Electro and found he had been locked up in a special institution called Ravencroft which was run by a branch of Oscorp. He was regularly checked up on by doctors and therapists to see if he would recover from his comatose state. He's constantly injected with liquid rubber and placed in a room far from all electricity so he won't be able to connect to any of it. Gwen had wanted to be sure Electro wouldn't be able to say anything about who Spider-Man really was. So, she was relieved to hear the news that he would most likely never wake up from his comatose state. She wasn't thrilled he had to be turned into a vegetable in order to be kept down but she was glad Peter's identity wasn't in any sort of danger.

As for Peter he sold several more pictures to the _Daily Bugle _for a hefty price earning a nice freelance job there as well. She couldn't have been happier for Peter if she tried. He had a job doing what he was interested in and he was good at it. The pictures he sold to the _Daily_ _Bugle _were of his fight with Electro. Peter had set up several of his cameras around the buildings before his fight with Electro when they dropped the supplies off at the power plant. All he had to do was activate them with a push of a button turning them on and they would take pictures until he turned them all off. He had several amazing shots he sold. Most of which ended up on the front page of the newspaper exclusively making the profits for the newspaper skyrocket.

Gwen knew it was virtually impossible to find any decent shots of Spider-Man. In order to even see him half the time you had to be in the right place at the right time sort of thing. Getting a picture of him was ten times harder making Peter an asset to the _Daily Bugle_ which is why they were paying him a large sum of money for every single picture he brought in. As for her own job, well suffice to say not very long after the whole incident with Electro things became rather interesting where she worked.

"Sir, I don't believe it's ready." Gwen had been walking by her boss' door when she heard him pleading with some else to listen to him. "With all due respect, it's not ready yet."

"I don't have time for this." Gwen recognized the voice, it was Norman Osborn. "I need that serum _now_. I can't wait for you to be completely sure! And unless you want to lose your job you'll hand that serum over to me _now._ Time for second thoughts has passed long ago. You're too late, try 13 years too late."

Gwen frowned as she listened carefully. She peered through the crack in the door seeing her boss hand over the formula everyone in this diversion had been working on. The formula wasn't entirely ready; they just had their first successful test with it yesterday. There wasn't enough data to warrant giving it Norman Osborn to use. It was nowhere near ready for human use. Shouldn't people have learned their lesson when it came to Dr. Connors? They shouldn't play with things when they don't know what will happen.

She jumped out of the way hiding around the corner as Norman Osborn stormed out of the office and down the hall away from her holding the serum in his hands. Gwen bit her lip as she heard her boss plop down into his chair sounding drained. She didn't think it was probably very fun to try and tell the CEO of Oscorp the formula they had created to try and save his life wasn't ready yet. The chances it could do severe damage to him in other ways were still rather high. It wasn't one hundred percent yet. But Gwen was pretty sure she was looking at a man who was getting closer and closer to the edge of death and was ready to try almost anything with consequences be damned. Gwen knew some people may believe there is no fate worse than death but she wasn't entirely sure of that. Some people can live their whole lives without taking one risk. Those are the people who are living a fate worse than death as far as she was concerned. What's the point of being alive if you aren't going to take a risk? Isn't that what helps make life fun and worth living?

Gwen knew if she was taking a risk now by being in a relationship with Peter Parker but she didn't want to live her life thinking about what if. What if she had stayed with him? What could've happened? She didn't want to look back on her life in fifty years and wish she had done things differently. Maybe it was the family she was raised in but they were taught to live life to the fullest and to enjoy every minute. It probably was attributed to her father being a police officer so he wanted to live every minute to the fullest and spend as much time as possible with his family. He wanted family vacations, outings, and to eat dinner together every night so they could talk about the events of the day. He had wanted to be involved in their lives. She had gotten wanting to live life from him because he never once passed up the opportunity to have fun or do something crazy.

Gwen sighed walking by her boss' office as she had been doing so before she had stopped to eavesdrop hoping enough time had passed so it didn't seem like she had been listening. Her boss didn't even seem to notice her as she walked past the door without a word. She didn't know what was going on with Norman Osborn but she couldn't help but wonder what he had meant when he had said that he was 13 years too late. It sounded like it was the same amount of time since Peter had lost his parents.

The mystery surrounding Peter's parents continues, Gwen mused to herself. This was going to be fun to tell Peter.

* * *

Graduation day seemed to sneak up on them rather quickly after all the excitement this year provided Peter and Gwen. Peter's Aunt May sat in the stands with her mother and her three brothers. Both of them had heavy hearts as today was made harder thinking that two very important people were missing from the stands. Peter had his camera with him taking pictures for the yearbook supplement that would be sent out in the fall to go along with the yearbook. It made sure everything like prom, spring sports, and graduation were included in the memory of the yearbook. He needed to keep taking pictures until it was time for everyone to be called across the stage for their diplomas. Once it was time for the speeches Peter moved closer to the small stage set up on the football field so he could get a better shot.

The principal spoke first talking about how wonderful the class really was. Another person said the pledge of allegiance while another sang the national anthem. It was a whole production before they came to the final speaker before they would call everyone up for their diplomas.

"And now ladies and gentlemen please welcome our valedictorian, Gwen Stacy!" The principal announced.

Gwen smiled warmly as she walked up the small steps leading to the stage and then over to the podium in the center of stage. She could see Peter snap a few pictures of her without even thinking about it. He'd probably end up with a few dozen more pictures of her than anyone else because he wouldn't be able to help himself. Despite the horrible blue gowns all of the males were dressed in Peter managed to pull of the gown rather nicely. She herself was dressed in a white gown instead which she was sure most of the females were thankful it wasn't a real grass football field so there wouldn't be grass stains in any pictures.

"Welcome, friends, family, and faculty to the graduation of the class of 2013." Gwen began. "I know normally the valedictorian gives the speech but I know someone who can give this speech better than I can. Peter?"

Peter nodded as he walked up onto the stage and over to the podium. Gwen smiled warmly as she took the camera from his hands giving him a soft kiss on the cheek before she stepped down from the stage. Gwen took her seat smiling proudly at her boyfriend as she did so. Peter took the podium nervously from what she could tell. She knew he hated being in the spotlight without something covering his face like his mask when he was Spider-Man or hiding behind his camera. Gwen snuck a glance into the stands seeing matching confusing looks on his aunt's face as well as her mother's. Neither of them had shared this news with anyone and there was no rule that the valedictorian had to give the big speech at graduation.

"For those of you who don't know me, I'm Peter Parker." Peter began. "Uh, when I first started going to school here on a scholarship I never gave too much thought about trying to fit into with the other people who went to school here. I just wanted to focus on my classes and get through school in one piece. I avoided as many conflicts as I possibly could but sometimes I couldn't seem to manage to stay out of the way. But the one thing that never changed for as long as I went here was how disconnected I felt from everything and everyone here. I didn't fit in with anything for the longest time. I didn't fit in with the jocks. I don't fit with most of the brainy kids despite being able to understand them. I don't like organized anything for the most part. I always felt like an outsider looking in, even when I was at home.

"But this year, I guess, something changed." Peter almost grinned. "For the first time in my life I was able to stand up for myself against those who liked to push me around. I even managed to earn the respect of a former bully. This year I learned more about myself than a lot of other high school students could probably say. I learned that just because you can do something you shouldn't. I learned that with great power comes great responsibility. And power is never something that should be taken lightly. I learned with every action has its consequences.

"This year, I lost the only father I ever truly had and I watched it all happen knowing there was nothing I could do to change it or stop it." Peter took a deep breath. "I learned life could change in the blink of an eye. I learned about true loss and heartache because before when I lost my parents I was too young to grasp the pain I should've felt but now I know. I watched someone I care very deeply about go through the very same thing. Everything changed with that one event in my life, losing my uncle sent me down a path I never thought I'd walk but I wouldn't change where I ended up. I'm a better person for it. It's a lonely path to walk because there's never anyone who can understand what you're going through unless they've been through the same thing.

"The night my uncle died he told me about a philosophy he and my father lived by." Peter sighed. "They believed that if you had the ability to do good things for other people than you had a moral obligation to do those things. My uncle died by that philosophy and based on what I know about George Stacy I'd say he lived by the same one.

"And this year, I found I do as well." Peter nodded. "Thank you."

Peter nodded to the audience who all stood up to applaud for him as he walked off of the stage. Gwen could almost see the relief dripping off of him as he jumped down off of the stage and returned to his seat. Everyone in the audience continued clapping for another few minutes until the principal calmed everyone down. The principal thanked Gwen and Peter for the wonderful speech before he began explaining what they were going to do next. Gwen saw Peter turn in his seat so he could see his girlfriend. Gwen smiled warmly at him mouthing _great speech_ to her boyfriend. Peter smiled shyly at Gwen thanking her for the compliment. Gwen rolled her eyes as Peter turned back towards the stage. No matter how close they ever could get or have gotten she had a feeling him acting shyly was never going to change.

Gwen returned her attention to the principal who had begun calling out the list of the students in their class to hand them their diplomas. Gwen clapped through every name as it was called and she saw Peter doing the same as people walked across the stage. She did, however, see Peter stand up like some other had been when Harry's name was called. Gwen glanced up at the stands looking for Norman Osborn there. He was sitting there but he was on the phone and didn't even react when his son's name was called. Gwen shook her head at the CEO wondering how anyone could be so cold to their son. She rose from her own seat as well cheering for Harry as he took his diploma walking to the end of the stage with a smile to both of them. Gwen sat back down once Harry was off the stage and over to his seat. She took another glance at the stands to Norman Osborn wondering if he had used the formula on himself yet.

She had told Peter about what she had heard at work prompting Peter to agree both of them would keep an eye on Mr. Osborn just in case. Gwen agreed with him because after all that has happened to them it's a good idea to be cautious in the future. After Harry was called it wasn't too long after Peter was called up for his own diploma. Both she and Harry rose from their seats almost instantly clapping and smiling for Peter. Gwen took several pictures since she still had Peter's camera with her.

"Yeah, Parker!" Flash yelled from where he was seated. "Whoo!"

Gwen smiled as she heard Flash yelling to Peter seeing he had also stood up from his own seat to cheer for his former victim. She couldn't believe how much things had changed since the beginning of the year. At the beginning of the year Peter was an outcast struggling to find a place for himself in life never mind just in high school. She on the other hand barely knew anything about Peter except he had brains and what his name was but nothing more than that. Flash had made it his personal challenge to make Peter's life miserable at every turn he possibly could just because he could. Now, things were completely different. Peter had a place to fit in now, he had a place with _her_, and she hoped he knew that. She was completely in love with him now because she had seen the good and what he was capable of. As for Flash well he respected Peter now because he had stood up for himself and made Flash see what it was like to be just another victim unable to defend themselves.

"No surprise!" Harry yelled with a small shake of his head. "Way to go man!"

Gwen smiled over at Harry who was busy pumping his fist in the air for his best friend. When she first met Harry she wasn't quite sure how to take him but he was proving to be a good friend to not only Peter but to her as well. She also knew there was something more brewing between him and MJ. Not that either of them would probably fess up to it right now. She could hear Harry keep whooping at his friend until Peter jogged off the stage down the stairs. Once Peter was off the stage he walked over so he could take the camera back realizing he had left it with her before. Gwen kissed Peter softly before he returned to his own seat. She sat back down in her seat listening to the names being called again while clapping robotically.

In the stands Gwen had seen the look of pride his aunt was wearing on her face as she stood up cheering for her nephew. She smiled softly correcting her last thought, his aunt wasn't cheering for her nephew; she was cheering for her _son_. Considering the way his aunt was looking at him and the fact that she had raised him for so long Peter may as well be her son. She also knew Peter looked at his aunt like she was his mother.

Soon her row was called to line up so they could go up next on the stage. Gwen smiled as her name was called up by the principal. Gwen walked up one side of the stage over to the principal shaking his hand and taking her diploma with the other hand. When she looked over towards the crowd holding her diploma she could see Peter, Harry, Flash, and several of her other friends were standing cheering for her. She could see her own family were on their feet cheering along with Peter's aunt but she still couldn't help but think about how it wasn't right. Her father wasn't here. She smiled anyway knowing he probably was here somewhere watching over her with pride as she saw a bright flash from Peter's camera. Her father was here somewhere, probably torn between being proud of her as well as angry with her for keeping Peter around, and also being angry with Peter for going back on his word. The thought almost made her smile.

Gwen took her seat looking over her diploma with a smile on her face as she did so. She continued clapping until she heard Flash's name called to the stage. She rose from her chair once more so she could clap for him because he did this on his own this year. He worked for all the grades he got this year; he didn't use someone else to do his work. This year Flash had graduated because of his own merit. He deserved that diploma because he worked for it just like everyone else. Gwen saw Peter stand along with a bunch of other kids to cheer for Flash as he walked across the stage in a typical fashion. Once Flash reached the end of the stage he held both of his arms up in the air and yelled to everyone.

"Congratulations Flash!" Peter yelled.

"You deserve it!" Gwen complimented.

Flash waved his diploma towards both of them before he jumped off of the stage onto the ground without bothering with the stairs. Gwen giggled softly as she returned to her seat listening to the rest of the names being called as everyone walked across the stage.

"Congratulations to the graduating class of 2013!" The principal yelled.

As soon as he said that hundreds of graduation caps flew into the air making the end of the ceremony as all of the students rushed away from the chairs to the families. Gwen moved through the throng of people over to her own family who was waiting for her. Her mother enveloped her in a hug as soon as she was close enough. Then all three of her brothers tried to crush her to death by hugging her at once. Once she was released by her brothers Gwen could see Peter was being smothered by his aunt.

"I'm so proud of you, sweetie." Her mother hugged her once more.

"Thanks, mom." Gwen said.

"I liked your speech Peter." Howard turned to face Peter.

"Oh, uh thanks man." Peter nodded sheepishly. Peter looked down at his shows kicking the ground gently not wanting to answer any more questions about his speech.

"Yeah," Gwen's mother said. "When did the two of you decide Peter was going to give the speech? Don't get me wrong, it was a great speech, I'm just curious."

"Me too," his aunt said. "When did this happen?"

"A couple of days ago." Gwen answered smoothly. Gwen could see how uncomfortable Peter was getting. "I thought it would be a good idea and I also thought Peter would give a better speech."

"I read your speech," Peter shook his head. "It was better."

"No," Gwen shook her head. "Just like before you're wrong. You had the better speech out of the two of us."

"No," Peter's head was still shaking.

"This is going to go on for hours again." Gwen pointed out.

Beside both of them their families seemed rather amused by Peter and Gwen's little argument going on in front of them. Peter's aunt and Gwen's mother were wondering what Gwen just pointed out about how long the two of them would end up arguing about who was right. Simon was giggling and Phillip was laughing at the two of them. And Gwen could almost see wheels turning in Howard's head. He was probably storing all this in his head so he could mock his sister somehow at a later date.

"Probably," Peter agreed.

"Let's stop while we're ahead." Gwen said which Peter agreed to with a small nod. "What?"

"Nothing," her mother answered. "Alright, so we were planning to go to dinner; would the two of you like to come with us?"

"Uh," Peter looked over at his aunt.

"Sure," his aunt agreed. "We'd love to."

"Great," Gwen's mother and Peter's aunt walked off towards their car with Gwen's brothers following closely behind.

Peter and Gwen were walking together further behind than the rest of their family. Peter had his arm wrapped tightly around her waist keeping her locked firmly to his side. She had her arm around his shoulders keeping him pulled tightly to her side as well. Gwen could see there was an unreadable expression on his face. She nudged her boyfriend lightly.

"Something on your mind, Bugboy?" Gwen asked softly.

"I couldn't stop thinking about my uncle throughout the whole ceremony." Peter answered softly. "I wish he could've been here today."

"I know the feeling." Gwen said with sympathy. "I kept thinking about my dad today too. But I'm sure both of them are around here somewhere watching over us."

"That can't possibly end well for me." Peter gave a small shake of his head. "But it definitely wouldn't surprise me in the least if your father was coming back to haunt me for breaking my promise to him. Something tells me not even death could keep him from being a father and worrying about his children."

"Very true," Gwen laughed. "But I think he'd understand eventually. I mean it's not like his ghost has attacked you or anything so maybe he's okay with it."

"I doubt that," Peter said incredulously.

"I don't," Gwen said stubbornly. "I think he must've seen how much it hurt not having you around because I needed you after everything that happened. I think he would understand and would admit at some point that he was wrong."

"Maybe," Peter shrugged. "Come on, we should get over to our families before they come looking for us or something."

Gwen nodded walking over their families as they were in the middle of discussing where they wanted to go for dinner before they decided to leave it up to them instead. They had a nice evening out together which everyone enjoyed very much. Gwen could tell her mother and his aunt were going to get along rather well. They had a similar sense of humor. Her brothers asked Peter a million questions about Spider-Man since he had been the only one to manage to get pictures of the webslinger so far. Gwen just kept shooting him knowing looks throughout the meal as Peter struggled to answer questions about his alter-ego without giving away too much to them. Gwen had to admit that she was thrilled her boyfriend was getting along so well with her brothers. And that her brothers took to Peter so well in return.

Once the dinner was over the Parkers and the Stacys parted ways from one another. Gwen spent time with her family watching movies like they used to before her youngest brothers ended up falling asleep. Howard helped Gwen take them both to their rooms tucking them in carefully setting their rooms the way they each liked before they returned to the living room. Both of them curled up on the chairs in the living room together watching a few more movies before they realized their mother had fallen asleep on the couch. Gwen turned off the TV while her brother carefully pulled a blanket over their mother. Once the apartment had all the lights off and was locked up her brother went to his room while Gwen went to her own. Gwen walked into her room just in time to see Peter land on her fire escape with a small smile spread widely across his face. She grinned as soon as she saw him and went over to her window yanking it open.

"What are you doing out there, Bugboy?" Gwen asked.

"I came to visit my girlfriend." Peter smiled reaching into his backpack. "Plus, I didn't have the chance to give you your graduation present earlier."

"I'd say you shouldn't have done that, but…" Gwen handed him a card. "I did too."

Peter chuckled as he slipped into her room shutting the window behind him as he did so. Gwen took the card he had pulled from his backpack he was handing to her. Gwen smiled as she read the card thanking him for it and he returned the thanks for his own before he grinned.

"I have something else for you too." Peter grinned. He reached into his backpack once more pulling something else out and handing it to her. "I thought you'd appreciate it."

Gwen let out a laugh as she got a good look at what Peter had handed to her. It was a stuffed Spider-Man doll. Peter sat down beside her on her bed chuckling as he did so. Gwen shook her head wrapping her arms around Peter's neck tightly. Peter wrapped his arm around her waist tightly pulling her closer to him. Gwen looked over the small doll once more with another shake of her head.

"Where did you get this?"

"A guy on the corner had them a few weeks ago." Peter shrugged. "I guess Spider-Man sells well because he's been there ever since. I thought you'd appreciate the joke."

"I love it," Gwen smiled. "Plus, I'll always have you around."

"Because I'm not around enough as it is?" Peter questioned.

"Nah," Gwen shook her head with a soft smile. "I don't mind having you around all the time, Bugboy. Or is it you don't want me around all the time instead?"

Peter gawked at his girlfriend like that was the last thing on her mind as well as wondering how she could possibly think that. He shook his head back and forth rapidly at her. Gwen grinned raising an eyebrow at him to indicate she was just teasing him. Peter let out a breath giving his girlfriend a playful glare before he stuck his tongue out at her. Gwen gaped at him with her mouth wide open as she gave him a gentle shove backwards teasingly.

"Come here, Bugboy." Gwen shook her head.

Gwen placed the Spider-Man doll off to the side before she pulled her boyfriend closer to her kissing him gently as she did so. Peter wrapped his arms further around her waist pulling her to him. Gwen felt him carefully pushing her back against the bed which she let him pulling him over her feeling his weight pressing her firmly into the mattress. She wrapped her arms around his neck tightly happy to have him here with her.

No matter what the future brought, no matter what anyone rained down on them, they'd handle it, and they'd overcome anything as long as they stuck together.

* * *

"Can we see a movie?" Simon asked. He tugged on his mother's jacket. "Please!"

It nice summer Saturday night and Gwen was out with her family something they hadn't done for so long was to just spend the day together just as her father used to insist. Howard grinned at their mother as he thought about it for moment checking the time on her cell phone before she smiled.

"Sure," she turned to the rest of her children. "What do you want to go see?"

A debate broke out amongst the family as they tried to pick out a movie they all wanted to see. It was a lot easier said than done they soon realized as they had difficulty picking one movie they all liked, but it was nothing new to any of them. It happened all the time whenever they wanted to see a movie. It usually took them a good 45 minutes to decide on anything. Gwen for her part noticed her youngest brother wasn't paying any attention to the conversation which she found strange considering he had wanted to a see a movie in the first place. She touched her brother's shoulder gently to get his attention.

"What are you looking at?" She asked softly.

"Him!" Simon pointed up at the top of a building. "I see Spider-Man!"

Her entire family turned to look at Simon when he shouted and then they followed his line of vision up and where he was pointing to the top of a building. Perched  
at the top of the building was a red and blue figure sitting in a crouch. Gwen could see Peter had repaired his newest suit deciding in favor to use that one instead of mending his old one for use. Gwen smiled as it was a usual and very normal sight for her.

"Is he watching us?" Howard asked.

"Maybe he's watching over us." Phillip suggested. "He's saved some of us before."

"That's so cool!" Simon said. Next he turned and waved to Peter. "Hi Spider-Man!"

Gwen had to bit her lip to keep from laughing out loud wondering what her family would say if they knew Peter was actually the one they were all looking at in awe right now. Even her mother had changed her opinion about Spider-Man after the events at the Oscorp Tower. It seemed her entire family had taken a liking to Peter in either ego of his. Gwen watched as Peter waved back down at Simon which made her brother very happy.

Soon they all heard several sirens as two police cars raced down the street together. Cars on the street moved out of the way quickly letting them through. Her brothers watched the cars drive by while her mother mused wondering what could be going on in the city. But Gwen never took her eyes off of Peter who was watching the police cars as well. She guessed he probably had been watching over her family after everything that happened she would venture a guess to say Peter would get himself killed trying to protect her family. After another moment Peter rose from his crouch flicking his wrist at the building behind them and was off the building in the next moment. She could see him following the police cars to whatever was going horribly wrong in the city now.

"Doesn't he ever take a night off?" Her mother wondered in relation to Spider-Man.

"I know," Howard agreed. "Hardly ever one night goes by where there isn't at least one Spider-Man sighting in the city."

"He's brave," Simon shrugged.

"He's insane," Phillip said.

"He has a lot of courage." Her mother added her two cents to the conversation. "To do what he does takes a lot of guts."

"I agree," Howard said. "Whoever it is must be fearless."

"He's probably a little of everything." Gwen grinned. "So, a movie?"

THE END

* * *

**A.N. ****_IMPORTANT!_**** Alright, I know I didn't finish Peter's parents story but since there's supposed to be three movies I figured there should be another story as well. So, if you guys want another story to finish it out as I laid some parts for the next story for a new villain as well let me know. **

**And I'm serious... I want to know you guys are liking this story enough for me to continue. So, drop me a review or send me a message letting me know you guys want more. I don't want to post a second story if no one wants it or isn't even going to bother reading it. Below I'm putting the description for the next one. Let me know if it sounds any good. **

**The Amazing Spider-Man 3****: A monster is born. A hero is tested. A mysterious past is revealed. Peter faces a new kind of enemy more vicious, ruthless, devious, and cunning then ever before. He will stop at nothing to get what he wants and will destroy anyone standing in his way just as he has before. Everything will become clear when he discovers this enemy's ties to his parents but it doesn't end there... What happens when the people he cares for most are in danger? What happens if he can't save them? What happens if they pay the ultimate price?**

**So, want another story?**

**Thanks for reading! :)**

**-Amac **


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